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Xos (XOS) board member trims stake in 30,000-share August sale

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Xos, Inc. (XOS) director Stuart N. Bernstein reported selling 30,000 shares of Common Stock on 2026-08-18 in an open market or private transaction. The weighted average sale price was $4.1945 per share, with individual sales prices ranging from $4.125 to $4.39.

After this sale, Bernstein holds 112,642 shares directly, which include 60,584 unvested RSUs, and 4,133 shares indirectly through Bernstein Investment Partners LLC, where he is the Managing Member. The filing’s Rule 10b5-1 checkbox was not marked as being pursuant to a trading plan.

Positive

  • None.

Negative

  • None.
Insider Bernstein Stuart N.
Role Director
Sold 30,000 shs ($126K)
Type Security Shares Price Value
Sale Common Stock F1, F2 30,000 $4.1945 $126K
holding Common Stock F3 -- -- --
Holdings After Transaction: Common Stock — 112,642 shares (Direct); Common Stock — 4,133 shares (Indirect, See Footnote)
Footnotes (3)
  1. F1. Represents weighted average sales price. The shares were sold at prices ranging from $4.125 to $4.39. 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.
  2. F2. Includes 60,584 unvested RSUs
  3. F3. The securities are held by Bernstein Investment Partners LLC, of which the Reporting Person is the Managing Member.
Shares sold 30,000 shares of Common Stock Sale reported on 2026-08-18 by director Stuart N. Bernstein
Weighted average sale price $4.1945 per share Common Stock sold on 2026-08-18; prices ranged from $4.125 to $4.39
Price range of sales $4.125 to $4.39 per share Range of prices for the 30,000 shares of Common Stock sold
Direct holdings after transaction 112,642 shares Direct XOS Common Stock owned by Stuart N. Bernstein following the sale
Unvested RSUs included in direct holdings 60,584 unvested RSUs Part of Bernstein’s 112,642 directly held XOS shares
Indirect holdings after transaction 4,133 shares XOS shares held indirectly through Bernstein Investment Partners LLC
Net buy/sell direction Net sale of 30,000 shares Form 4 transaction summary for 2026-08-18
RSUs financial
"Includes 60,584 unvested RSUs"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
weighted average sales price financial
"Represents weighted average sales price."
indirect ownership financial
"The securities are held by Bernstein Investment Partners LLC"
Rule 10b5-1 regulatory
"The filing’s Rule 10b5-1 checkbox was not marked"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

What insider transaction did Xos, Inc. (XOS) report for Stuart N. Bernstein?
Xos, Inc. reported that director Stuart N. Bernstein sold 30,000 shares of Common Stock on 2026-08-18 in a sale categorized as an open market or private transaction, at a weighted average price of $4.1945 per share.

At what prices were Stuart N. Bernstein’s XOS shares sold?
Stuart N. Bernstein’s 30,000 XOS shares were sold at a weighted average price of $4.1945 per share, with individual trades executed at prices ranging from $4.125 to $4.39 per share.

How many XOS shares does Stuart N. Bernstein hold after the reported sale?
After the 30,000-share sale, Stuart N. Bernstein holds 112,642 XOS shares directly, including 60,584 unvested RSUs, and 4,133 shares indirectly through Bernstein Investment Partners LLC.

Does the Form 4 indicate that the XOS insider trade was under a Rule 10b5-1 plan?
No. The Form 4 for Xos, Inc. shows the Rule 10b5-1 checkbox as false, indicating the filing does not affirm that the reported 30,000-share sale was made pursuant to a Rule 10b5-1 trading plan.

What indirect XOS share ownership does Stuart N. Bernstein report?
Stuart N. Bernstein reports 4,133 XOS shares held indirectly through Bernstein Investment Partners LLC, an entity for which he is the Managing Member, according to the Form 4 footnote.

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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).
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*
Bernstein Stuart N.
(Last)(First)(Middle)
C/O XOS, INC.
3550 TYBURN STREET, UNIT 100
(Street)
LOS ANGELES CALIFORNIA
(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)
08/18/2026		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)

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 Stock08/18/2026S30,000D$4.1945(1)112,642(2)D
Common Stock4,133ISee Footnote(3)
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. Represents weighted average sales price. The shares were sold at prices ranging from $4.125 to $4.39. 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.
2. Includes 60,584 unvested RSUs
3. The securities are held by Bernstein Investment Partners LLC, of which the Reporting Person is the Managing Member.
/s/ David M. Zlotchew, Attorney-in-Fact for Stuart Bernstein08/20/2026
** 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