Xos (XOS) COO Sordoni logs RSU tax withholding of 3,778 shares

Rhea-AI Filing Summary

Xos, Inc. director and Chief Operating Officer Giordano Sordoni reported an automatic share withholding related to equity compensation. On 01/10/2026, the company withheld 3,778 shares of common stock at $2.18 per share to cover tax obligations triggered by the vesting of previously granted restricted stock units (RSUs). This was recorded as a code "F" transaction, which reflects tax withholding and not an open-market sale.

After this event, Sordoni beneficially owns 1,739,685 shares of Xos common stock, which the filing states includes 780,271 unvested RSUs. Each RSU represents a right to receive one share of common stock upon settlement, so a portion of the reported beneficial ownership is tied to future vesting rather than currently vested shares.

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

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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^*

Sordoni Giordano

(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
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2026

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	01/10/2026		F		3,778(1)	D	$2.18	1,739,685(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 780,271 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Giordano Sordoni	01/13/2026
	** 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.

FAQ

What insider transaction did Xos (XOS) report for Giordano Sordoni?

The filing reports that 3,778 shares of Xos common stock were withheld on 01/10/2026 to satisfy tax withholding obligations arising from the vesting of Giordano Sordoni’s previously granted RSU awards.

Was the Xos (XOS) insider transaction an open-market sale?

No. The transaction is coded "F", and the footnote states it represents shares withheld by the issuer to cover taxes on RSU vesting, rather than a discretionary open-market sale by Giordano Sordoni.

How many Xos (XOS) shares does Giordano Sordoni own after this transaction?

Following the tax withholding, Giordano Sordoni is reported to beneficially own 1,739,685 shares of Xos common stock, according to the Form 4.

How many unvested RSUs does Giordano Sordoni hold at Xos (XOS)?

The filing states that Sordoni’s beneficial ownership figure includes 780,271 unvested RSUs, each representing a contingent right to receive one share of Xos common stock upon settlement.

What role does Giordano Sordoni hold at Xos (XOS)?

Giordano Sordoni is identified as both a director and an officer of Xos, Inc., serving as the company’s Chief Operating Officer.

At what price were the withheld Xos (XOS) shares valued for the tax transaction?

The 3,778 shares withheld to satisfy tax obligations related to RSU vesting were valued at a price of $2.18 per share in the reported transaction.