XOS Insider Filing: CFO Withholds 927 Shares for RSU Taxes at $3.20

Rhea-AI Filing Summary

Liana Pogosyan, Chief Financial Officer of Xos, reported a withholding disposition tied to RSU vesting on 08/10/2025. The issuer withheld 927 shares to satisfy tax obligations at a reported price of $3.20 per share in connection with previously granted Restricted Stock Units, where each RSU represents one share on settlement. After the withholding, the reporting person beneficially owns 49,436 shares, which explicitly includes 34,038 unvested RSUs. No derivative transactions were reported; the Form 4 discloses a routine equity-compensation settlement by an officer.

Insights

Financial Analyst

TL;DR: Routine RSU tax-withholding by the CFO; small net share reduction with no reported derivatives, not materially changing ownership.

The filing shows a withholding disposition (Code F) of 927 shares to cover taxes from vested RSUs at $3.20 per share. Beneficial ownership after the transaction is stated as 49,436 shares, including 34,038 unvested RSUs. This is a customary settlement of equity compensation and, based on the reported numbers alone, is unlikely to have a material impact on Xos's capital structure or market float.

Corporate Governance Expert

TL;DR: Standard Section 16 disclosure of RSU settlement and tax withholding; filing meets routine insider-reporting expectations.

The Form 4 documents an officer-level equity-compensation event where shares were withheld to satisfy tax obligations related to RSU vesting. The report includes explicit explanations clarifying the withholding and the count of unvested RSUs. No options, warrants, or other derivative instruments are reported in Table II, and the form is signed by an attorney-in-fact, consistent with standard practice.

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)
08/10/2025

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	08/10/2025		F		927(1)	D	$3.2	49,436(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 34,038 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Liana Pogosyan	08/12/2025
	** 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 insider Liana Pogosyan report on Form 4?

The Form 4 reports a tax-withholding disposition of 927 shares related to RSU vesting and shows beneficial ownership of 49,436 shares after the transaction.

How many unvested RSUs does the filing include for XOS CFO?

The filing states it includes 34,038 unvested RSUs as part of the reported beneficial ownership.

What was the reported price for the withheld shares on the XOS Form 4?

The Form 4 lists a price of $3.20 per share for the shares withheld to satisfy tax withholding.

Was any derivative security transaction reported by the XOS insider?

No. Table II for derivative securities contains no reported transactions, indicating no derivative activity was disclosed.

What transaction code was used on the Form 4 and what does it indicate?

The transaction is recorded with Code F, which the form explains relates to withholding of shares by the issuer to satisfy tax obligations from RSU settlement.