Xos CEO has 13,969 shares withheld for taxes

The CEO and director’s reported position includes 1,750,453 unvested RSUs, with a footnote limiting beneficial-ownership attribution for certain securities.

Rhea-AI Filing Summary

Xos, Inc. (XOS) CEO and director Dakota Semler had 13,969 shares of common stock withheld by the issuer on October 10, 2026, to satisfy tax withholding obligations tied to vesting previously reported RSU awards. The reported price was $3.21 per share. His reported post-transaction position was 2,163,233 shares, including 1,750,453 unvested RSUs. A footnote says certain securities included in the reported position, such as RSUs vesting more than 60 days later, are not beneficially owned by him under Rule 13d-3 except to the extent of his pecuniary interest.

Insider Trade Summary

Tax Withholding: 13,969 shares

Tax Withholding 1 txn

Insider Semler Dakota

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2, F3	13,969	$3.21	$45K

Holdings After Transaction: Common Stock — 2,163,233 shares (Direct)

Footnotes (3)

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 1,750,453 unvested RSUs.
3. F3. 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 tax withholding: 13,969 shares Reported price per share: $3.21 per share Reported post-transaction position: 2,163,233 shares +1 more

4 metrics

Shares withheld for tax withholding 13,969 shares On October 10, 2026, in connection with vesting previously reported RSU awards

Reported price per share $3.21 per share For the shares withheld on October 10, 2026

Reported post-transaction position 2,163,233 shares Includes 1,750,453 unvested RSUs

Unvested RSUs 1,750,453 RSUs Included in the reported post-transaction position

Key Terms

Restricted Stock Unit ("RSU") Awards, tax withholding obligations, pecuniary interest, Rule 13d-3

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

"to satisfy the tax withholding obligations in connection with the vesting"

pecuniary interest regulatory

"except to the extent of his pecuniary interest therein"

Rule 13d-3 regulatory

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

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.

How many XOS shares were withheld for tax withholding?

Xos CEO and director Dakota Semler had 13,969 shares withheld on October 10, 2026, to satisfy tax withholding obligations connected with vesting previously reported RSU awards.

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

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Available on EDGAR 10/13/2026 - 07:15 PM EDT Accepted by SEC EDGAR 10/13/2026 - 07:15 PM EDT 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)
10/10/2026

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	10/10/2026		F		13,969(1)	D	$3.21	2,163,233(2)(3)	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 1,750,453 unvested RSUs.

3. 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	10/13/2026
	** 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)