Xos CEO reports RSU tax share withholding

Xos, Inc. Chief Executive Officer Dakota Semler reported a tax-withholding disposition of 14,538 shares of common stock on July 10, 2026 at $2.47 per share.

Rhea-AI Filing Summary

Xos, Inc. Chief Executive Officer Dakota Semler reported a tax-withholding disposition of 14,538 shares of common stock on July 10, 2026 at $2.47 per share. The shares were withheld by the company to satisfy tax obligations upon vesting of previously granted RSU awards. After this transaction, Semler directly holds 817,985 shares, including 444,521 unvested RSUs, each representing a contingent right to receive one share upon settlement.

Insider Trade Summary

Tax Withholding: 14,538 shares

Tax Withholding 1 txn

Insider Semler Dakota

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	14,538	$2.47	$36K

Holdings After Transaction: Common Stock — 817,985 shares (Direct)

Footnotes (2)

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 444,521 unvested RSUs.

Key Figures

Shares withheld for taxes: 14,538 shares Tax-withholding share value: $2.47 per share Post-transaction holdings: 817,985 shares +1 more

4 metrics

Shares withheld for taxes 14,538 shares Tax-withholding disposition on 2026-07-10 related to RSU vesting

Tax-withholding share value $2.47 per share Value per share used for the tax-withholding disposition

Post-transaction holdings 817,985 shares Common stock directly held by Dakota Semler after the transaction

Unvested RSUs 444,521 RSUs Unvested Restricted Stock Units included in Semler’s reported holdings

Key Terms

Restricted Stock Unit ("RSU") Awards, tax withholding obligations, unvested RSUs

3 terms

Restricted Stock Unit ("RSU") Awards financial

"vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards"

tax withholding obligations financial

"shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting"

unvested RSUs financial

"Includes 444,521 unvested RSUs."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did XOS CEO Dakota Semler report?

Dakota Semler reported a tax-withholding disposition of 14,538 Xos shares. The issuer withheld these shares to cover tax obligations triggered by vesting of previously reported RSU awards, rather than through an open-market sale of stock.

At what price were the withheld XOS shares valued in Semler’s report?

The withheld shares were valued at $2.47 per share. This value is used for the tax-withholding disposition related to RSU vesting and does not represent a discretionary open-market trade by the Xos, Inc. Chief Executive Officer.

How many XOS shares does Dakota Semler hold after this transaction?

After the tax-withholding event, Dakota Semler directly holds 817,985 Xos shares. This figure includes a significant component of equity-based compensation, reflecting both vested shares and a large number of unvested RSUs tied to future settlement.

How many unvested RSUs does the XOS CEO still have outstanding?

Dakota Semler’s holdings include 444,521 unvested RSUs. Each Restricted Stock Unit represents a contingent right to receive one share of Xos common stock upon settlement, providing substantial ongoing equity-based compensation exposure for the Chief Executive Officer.

Was the XOS CEO’s reported share disposition an open-market sale?

No. The 14,538-share disposition reflects shares withheld by Xos, Inc. to satisfy tax withholding obligations on RSU vesting. It is described as a tax-withholding disposition, not as an open-market sale initiated by Dakota Semler.

What triggers the tax-withholding disposition reported by XOS?

The tax-withholding disposition was triggered by vesting of previously reported RSU awards. When these Restricted Stock Units vested, Xos, Inc. withheld a portion of the resulting shares to meet Dakota Semler’s related tax obligations, as described in the footnotes.

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

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Accepted by SEC EDGAR 07/14/2026 - 07:17 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)
07/10/2026

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	07/10/2026		F		14,538(1)	D	$2.47	817,985(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. 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 444,521 unvested RSUs.

	/s/ David M. Zlotchew, Attorney-in-Fact for Dakota Semler	07/14/2026
	** 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)