Xos (XOS) CFO logs tax-withholding share disposition from RSU vesting

Rhea-AI Filing Summary

Xos, Inc. Chief Financial Officer Liana Pogosyan reported a tax-withholding share disposition tied to restricted stock unit (RSU) vesting. On 02/10/2026, 1,022 shares of common stock were withheld at $2.23 per share to cover tax obligations from previously reported RSU awards.

Following this transaction, she directly beneficially owns 198,202 shares of Xos common stock, which includes 178,040 unvested RSUs that each represent a contingent right to receive one share upon settlement.

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^*

Pogosyan Liana

(Last) (First) (Middle)

C/O XOS, INC.

3550 TYBURN ST., 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		F		1,022(1)	D	$2.23	198,202(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 178,040 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Liana Pogosyan	02/12/2026
	** 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).
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FAQ

What insider transaction did XOS Chief Financial Officer Liana Pogosyan report?

Liana Pogosyan reported a tax-withholding share disposition related to vesting restricted stock units. On 02/10/2026, 1,022 Xos common shares were withheld at $2.23 per share to satisfy tax obligations rather than through an open market sale.

How many XOS shares does the CFO own after the reported Form 4 transaction?

After the transaction, the CFO beneficially owns 198,202 Xos common shares directly. This figure includes 178,040 unvested RSUs, each representing a contingent right to receive one Xos share when the restricted stock units ultimately settle.

Was the XOS CFO’s Form 4 transaction a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open market sale. The issuer withheld 1,022 shares at $2.23 per share to cover tax liabilities triggered by the vesting of previously granted restricted stock units.

What does the tax-withholding code F mean in the XOS Form 4 filing?

Transaction code F indicates shares were used to pay tax liabilities connected to equity awards. In this case, Xos withheld 1,022 common shares from the CFO upon RSU vesting rather than the shares being sold on the open market.

How many unvested RSUs does the XOS CFO hold according to the filing?

The filing states the CFO holds 178,040 unvested RSUs. Each restricted stock unit represents a contingent right to receive one share of Xos common stock upon settlement, subject to the applicable vesting and award conditions being satisfied over time.

What role does Liana Pogosyan hold at XOS in this Form 4 filing?

Liana Pogosyan is identified as Chief Financial Officer of Xos, Inc. in the filing. She is not listed as a director or 10% owner, and the reported Form 4 transaction relates to equity compensation and associated tax withholding on RSU vesting.