[Form 4] Xos, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Stuart N. Bernstein, a director of Xos, Inc. (XOS), reported the sale of 14,347 shares of common stock on 08/18/2025 under a previously established Rule 10b5-1 trading plan. The filing shows a weighted average sale price of $3.07, with actual sale prices ranging from $3.05 to $3.10. After the sale, the reporting person beneficially owned 98,158 shares, which includes 62,377 unvested restricted stock units. An additional 4,133 shares are held indirectly by Bernstein Investment Partners LLC, where the reporting person is Managing Member. The Form 4 was signed by an attorney-in-fact on 08/20/2025.

Positive

• Sale executed under a Rule 10b5-1 trading plan, which indicates pre-specified, non-discretionary transactions
• Filing provides weighted average sale price ($3.07) and price range ($3.05–$3.10), and offers detailed per-price info upon request

Negative

• Director's direct beneficial ownership decreased by 14,347 shares from the pre-sale level
• Majority of reported holdings are unvested RSUs (62,377 shares), limiting immediately realizable ownership

Insights

Securities/Equity Analyst

TL;DR: Director executed a routine Rule 10b5-1 sale reducing beneficial holdings to 98,158 shares, including large unvested RSU component.

The transaction appears to be an orderly sale under a pre-established 10b5-1 plan, which typically mitigates concerns about opportunistic insider timing. The weighted average sale price was $3.07 and the sale reduced direct holdings by 14,347 shares. The filing highlights that a substantial portion of reported holdings (62,377 shares) are unvested RSUs, which affects near-term liquidity of the insider's position. Indirect holdings of 4,133 shares are held through Bernstein Investment Partners LLC, indicating limited additional exposure beyond direct holdings.

Corporate Governance / Compliance Analyst

TL;DR: Disclosure follows required Section 16 reporting and cites a 10b5-1 plan; signature by attorney-in-fact is properly noted.

The Form 4 discloses that the sale was effected pursuant to a 10b5-1 trading plan, and the filer provides a price range and weighted average price, with an offer to supply per-price execution details on request. The signature block shows an attorney-in-fact signed on behalf of the reporting person on 08/20/2025, which is acceptable when authorized. No amendment date is marked, and no other material events or exceptions are noted in the filing text provided.

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^*

Bernstein Stuart N.

(Last) (First) (Middle)

C/O XOS, INC.

3550 TYBURN STREET, UNIT 100

(Street)

LOS ANGELES CA 90065

(City) (State) (Zip)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/18/2025		S		14,347(1)	D	$3.07(2)	98,158(3)	D
Common Stock								4,133	I	See Footnote(4)

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. The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan.

2. Represents weighted average sales price. The shares were sold at prices ranging from $3.05 to $3.10. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. Includes 62,377 unvested RSUs.

4. The securities are held by Bernstein Investment Partners LLC, of which the Reporting Person is the Managing Member.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Stuart Bernstein	08/20/2025
	** 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.

FAQ

What did XOS director Stuart Bernstein sell and when?

He sold 14,347 shares of Xos, Inc. common stock on 08/18/2025 under a Rule 10b5-1 plan.

At what price were the XOS shares sold in the Form 4?

Weighted average sale price was $3.07, with individual sale prices ranging from $3.05 to $3.10.

How many XOS shares does the reporting person own after the sale?

98,158 shares beneficially owned following the reported transaction, which includes 62,377 unvested RSUs.

Are there any indirect holdings disclosed for the reporting person?

Yes — 4,133 shares are held indirectly by Bernstein Investment Partners LLC, where the reporting person is Managing Member.

Was the sale part of a trading plan or discretionary trade?

The sale was effected pursuant to a previously established Rule 10b5-1 trading plan, per the filing.