Xos COO granted 1.39M RSU shares; 13.7K withheld

Rhea-AI Filing Summary

Xos, Inc. (XOS) reported that Chief Operating Officer and director Giordano Sordoni had 13,662 shares of common stock withheld on September 10, 2026 to pay tax liabilities arising from vesting of previously reported RSU awards at a reference price of $2.79 per share. On the same date he received a grant of 1,388,293 shares of common stock in connection with a Restricted Stock Unit (RSU) award, which vests with approximately 33% on March 10, 2027 and the remainder in 24 monthly installments thereafter, subject to continued service. No Rule 10b5-1 trading plan is reported for these transactions, and his reported holdings include 385,392 unvested RSUs that are not beneficially owned under Rule 13d-3.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Sordoni Giordano

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	13,662	$2.79	$38K
Grant/Award	Common Stock F3, F2, F4	1,388,293	$0.00	$0.00

Holdings After Transaction: Common Stock — 2,928,089 shares (Direct)

Footnotes (4)

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. Inlcudes 385,392 unvested RSUs.
3. F3. Approximately 33% of the Restricted Stock Unit ("RSU") Award shall vest on March 10, 2027 (the "Initial Vesting Date"), and the remainder of the RSU Award shall vest in twenty-four (24) approximately equal installments on each Monthly Vesting Date immediately following the Initial Vesting Date. "Monthly Vesting Date" means the 10th day of each month. Notwithstanding the foregoing, vesting shall terminate upon the Reporting Person's termination of continuous service, as described in Section 6(l) of the Global RSU Award Agreement.
4. F4. The Reporting Person is an executive officer and a director of the Issuer and is filing this Form 4 solely in such capacities. The number of shares reported in Column 5 includes certain securities in which the Reporting Person may be deemed to have a pecuniary interest, such as shares issuable upon settlement of RSUs that vest more than 60 days in the future. However, the Reporting Person does not beneficially own such securities within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is a '10% Owner' or a beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

Key Figures

Tax-withheld shares: 13,662 shares Reference price for tax withholding: $2.79 per share RSU-related stock grant: 1,388,293 shares +4 more

7 metrics

Tax-withheld shares 13,662 shares Shares withheld on September 10, 2026 to satisfy tax withholding obligations on vested RSUs

Reference price for tax withholding $2.79 per share Price used for 13,662 shares withheld for tax liability on September 10, 2026

RSU-related stock grant 1,388,293 shares Common stock granted to Giordano Sordoni on September 10, 2026 under RSU award

Grant price $0.00 per share Compensation grant of 1,388,293 shares recorded at no purchase price

Initial vesting portion 33% Portion of RSU award scheduled to vest on March 10, 2027

Monthly vesting installments 24 installments Remaining RSU award vests in 24 approximately equal monthly installments after initial vesting date

Unvested RSUs included in holdings 385,392 RSUs Unvested RSUs included in reported holdings but not beneficially owned under Rule 13d-3

Key Terms

Restricted Stock Unit ("RSU") Award, Monthly Vesting Date, pecuniary interest, Rule 13d-3

4 terms

Restricted Stock Unit ("RSU") Award financial

"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."

Monthly Vesting Date financial

""Monthly Vesting Date" means the 10th day of each month."

pecuniary interest financial

"includes certain securities in which the Reporting Person may be deemed to have a pecuniary interest"

Rule 13d-3 regulatory

"does not beneficially own such securities within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

FAQ

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

What insider transactions did XOS COO Giordano Sordoni report on September 10, 2026?

He reported 13,662 Xos (XOS) shares withheld to cover tax liabilities from RSU vesting and a common stock grant tied to a new RSU award, both on September 10, 2026.

How many XOS shares were granted to Giordano Sordoni in the new RSU award?

The filing shows a grant of 1,388,293 shares of common stock to Giordano Sordoni in connection with a Restricted Stock Unit award, recorded at $0.00 per share as a compensation-related grant rather than a market purchase.

What were the tax-withholding share dispositions reported for XOS on this Form 4?

The report states that 13,662 Xos shares were withheld by the issuer at a reference price of $2.79 per share to satisfy Giordano Sordoni’s tax withholding obligations on vesting RSUs; these are characterized as payment of tax liability by delivering or withholding securities.

What is the vesting schedule of Giordano Sordoni’s new RSU award at XOS?

Approximately 33% of the RSU award vests on March 10, 2027, with the remaining portion vesting in 24 monthly installments on each 10th day of the month thereafter, subject to continued service; vesting terminates upon termination of continuous service per the RSU agreement.

Does the XOS Form 4 indicate a Rule 10b5-1 trading plan for these transactions?

No. The filing’s Rule 10b5-1 checkbox is not marked as being under a trading plan, and the footnotes do not state that these transactions were executed pursuant to any Rule 10b5-1 or pre-arranged trading plan.

How many unvested RSUs are included in Giordano Sordoni’s reported XOS holdings?

The footnotes state that his reported holdings include 385,392 unvested RSUs. These RSUs may represent a pecuniary interest but are not considered beneficially owned securities under Rule 13d-3 for Section 16 purposes beyond his pecuniary interest.

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

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Available on EDGAR 09/14/2026 - 06:00 PM Accepted by SEC EDGAR 09/14/2026 - 06:00 PM 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^*

Sordoni Giordano

(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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026

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	09/10/2026		F		13,662(1)	D	$2.79	1,539,796(2)	D
Common Stock	09/10/2026		A		1,388,293(3)	A	$0	2,928,089(2)(4)	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. Inlcudes 385,392 unvested RSUs.

3. Approximately 33% of the Restricted Stock Unit ("RSU") Award shall vest on March 10, 2027 (the "Initial Vesting Date"), and the remainder of the RSU Award shall vest in twenty-four (24) approximately equal installments on each Monthly Vesting Date immediately following the Initial Vesting Date. "Monthly Vesting Date" means the 10th day of each month. Notwithstanding the foregoing, vesting shall terminate upon the Reporting Person's termination of continuous service, as described in Section 6(l) of the Global RSU Award Agreement.

4. The Reporting Person is an executive officer and a director of the Issuer and is filing this Form 4 solely in such capacities. The number of shares reported in Column 5 includes certain securities in which the Reporting Person may be deemed to have a pecuniary interest, such as shares issuable upon settlement of RSUs that vest more than 60 days in the future. However, the Reporting Person does not beneficially own such securities within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is a '10% Owner' or a beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

	/s/ David M. Zlotchew, Attorney-in-Fact for Giordano Sordoni	09/14/2026
	** 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)