Xos (XOS) CEO Dakota Semler makes 30,000-share stock gift

Rhea-AI Filing Summary

Xos, Inc. Chief Executive Officer and director Dakota Semler reported a bona fide gift of 30,000 shares of Common Stock. The transfer was a gift to several persons who are not immediate family members and did not involve a sale or purchase in the market.

After the gift, Semler holds 847,061 shares of Xos common stock directly, which include 499,430 unvested restricted stock units (RSUs). This filing mainly updates Semler’s reported ownership and reflects a non-cash, non-market disposition.

Insider Trade Summary

30,000 shares gifted

Mixed 1 txn

Insider Semler Dakota

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Gift	Common Stock	30,000	$0.00	--

Holdings After Transaction: Common Stock — 847,061 shares (Direct, null)

Footnotes (1)

1. Bona Fide gifts by the Reporting Person to several persons who are not immediate family members of the Reporting Person. Includes 499,430 unvested RSUs.

Key Figures

Gifted shares: 30,000 shares Post-transaction holdings: 847,061 shares Unvested RSUs: 499,430 units +3 more

6 metrics

Gifted shares 30,000 shares Bona fide gift of Common Stock on 2026-05-28

Post-transaction holdings 847,061 shares Common Stock held directly after gift

Unvested RSUs 499,430 units Unvested RSUs included in post-transaction holdings

Gift price per share $0.0000 per share Bona fide gift with no cash consideration

Gift transactions 1 transaction Single bona fide gift reported in Form 4

Gifted shares total 30,000 shares Total gifted shares per transaction summary

Key Terms

Bona fide gift, RSUs, Common Stock, Chief Executive Officer

4 terms

Bona fide gift financial

"transaction_code_description: "Bona fide gift" and footnote describing gifts"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

RSUs financial

"Footnote: "Includes 499,430 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.

Common Stock financial

"security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Chief Executive Officer financial

"officer_title: "Chief Executive Officer""

A chief executive officer (CEO) is the top leader of a company, responsible for making major decisions, setting goals, and guiding the organization’s overall direction. Think of the CEO as the captain of a ship, steering it toward success. Investors pay close attention to the CEO because their leadership and strategy can significantly influence the company's performance and future growth.

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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^*

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)
05/28/2026

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	05/28/2026		G		30,000	D	$0(1)	847,061(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. Bona Fide gifts by the Reporting Person to several persons who are not immediate family members of the Reporting Person.

2. Includes 499,430 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Dakota Semler	06/04/2026
	** 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 did XOS CEO Dakota Semler report in this Form 4 filing?

Dakota Semler reported a bona fide gift of 30,000 Xos common shares. The transfer was non-cash, classified as a gift, and involved no open-market sale or purchase, simply updating his reported ownership position in the company.

How many XOS shares did Dakota Semler gift in this transaction?

Dakota Semler gifted 30,000 shares of Xos common stock. The transaction is coded as a bona fide gift, meaning he received no consideration, and it represents a transfer rather than a market trade in the company’s shares.

How many XOS shares does Dakota Semler hold after the reported gift?

After the reported gift, Dakota Semler holds 847,061 Xos common shares directly. This total includes both vested and unvested equity, with a significant portion represented by restricted stock units granted as part of his compensation.

How many unvested RSUs does Dakota Semler have in XOS after this filing?

Semler’s holdings include 499,430 unvested restricted stock units in Xos. RSUs are share-based compensation that vest over time or upon meeting conditions, and this figure is part of his total 847,061 reported common share holdings.

Who received the gifted XOS shares from Dakota Semler?

The 30,000 gifted Xos shares went to several persons who are not Semler’s immediate family members. The filing does not name individual recipients, only describing them collectively and classifying the transfers as bona fide gifts.

Was the XOS CEO’s 30,000 share transfer a market sale?

No, the 30,000-share transfer was not a market sale. It is explicitly described as a bona fide gift, recorded at a price of $0.0000 per share, indicating no cash proceeds and no open-market transaction took place.