Xos (XOS) director gets 1,200 RSUs for Q4 committee chair retainer

Rhea-AI Filing Summary

Xos director Alice Yake received 1,200 shares of common stock on January 10, 2026 as stock-based board compensation. These shares came from restricted stock units granted in lieu of the cash retainer for her service as Nominating and Corporate Governance Committee Chair for the fourth quarter of 2025, and the RSUs vested immediately on the grant date.

After this grant, she beneficially owned 104,685 shares of Xos common stock, including 62,377 unvested RSUs. The transaction was recorded at a price of $0 per share, reflecting that it was an equity award rather than an open-market purchase.

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

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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^*

Yake Alice

(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)

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

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		A		1,200(1)	A	$0	104,685(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. The shares reported in this transaction represent RSUs that were issued to the Reporting Person in lieu of the cash retainer for the Reporting Person's service as Nominating and Corporate Governance Committee Chair in the fourth quarter of 2025. The RSUs reported vested immediately on the date of grant.

2. Includes 62,377 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Alice K. Jackson	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) disclose for January 10, 2026?

Xos reported that director Alice Yake received 1,200 shares of common stock on January 10, 2026, issued through restricted stock units as part of her board compensation.

Why did Xos director Alice Yake receive 1,200 RSUs instead of cash?

The 1,200 RSUs were granted to Alice Yake in lieu of the cash retainer for her service as Nominating and Corporate Governance Committee Chair during the fourth quarter of 2025.

When did the RSUs granted to the Xos director vest?

The filing states that the restricted stock units granted to Alice Yake vested immediately on the January 10, 2026 grant date.

How many Xos shares does Alice Yake beneficially own after this transaction?

Following the award, Alice Yake beneficially owned 104,685 shares of Xos common stock, which the disclosure notes includes 62,377 unvested RSUs.

Was the Xos insider transaction an open-market purchase or a grant?

The transaction is coded as an “A” (acquisition) at a reported price of $0 per share, indicating it was a rather than an open-market purchase.

What role does the Xos director hold that relates to this RSU award?

The restricted stock units were issued to compensate Alice Yake for serving as Nominating and Corporate Governance Committee Chair for Xos in the fourth quarter of 2025.