[Form 4] Xos, Inc. Insider Trading Activity

Rhea-AI Filing Summary

The filing shows Emerald Green Trust, identified as a director of Xos, Inc. (XOS), reported a series of open-market sales executed under a Rule 10b5-1 trading plan adopted May 27, 2025. Sales occurred on Sept 9–11, 2025, totaling 24,788 shares sold in three transactions at weighted average prices of $2.2762, $2.3463, and $2.3876, respectively. After these transactions the trust reported beneficial ownership of 1,582,134 shares direct. The report is signed by Sarah Bardo, Trustee. The filer discloses price ranges for each sale date and offers to provide per-price details upon request.

Positive

• Transactions executed under a Rule 10b5-1 plan, demonstrating pre-established compliance procedures
• Full disclosure of weighted-average prices and price ranges with offer to provide per-price details upon request
• Filer remains a substantial direct holder with 1,582,134 shares after sales

Negative

• Director sold 24,788 shares, reducing beneficial ownership
• Sales occurred at low single-digit dollar prices, which could reflect prevailing market levels for XOS

Insights

Securities Analyst

TL;DR Insider sales were executed under a pre-existing 10b5-1 plan, reducing direct holdings while remaining substantially large.

The reported transactions are routine open-market dispositions under a documented Rule 10b5-1 plan adopted May 27, 2025. The trust sold 24,788 shares over three days at modest prices between $2.25 and $2.45, reporting a remaining direct stake of 1,582,134 shares. From a securities-compliance perspective, disclosure is complete: dates, aggregated share counts, weighted-average prices and price ranges are provided and the form is signed by the trustee. These sales do not, by themselves, provide information on company performance and are consistent with scheduled plan-based liquidity.

Corporate Governance Expert

TL;DR The filing documents compliant, pre-authorized insider sales with clear trustee signature and disclosure of price ranges.

The Form 4 indicates the reporting person is a director filing individually and that transactions were made pursuant to a 10b5-1 trading plan. The inclusion of weighted average prices, price ranges, and an explicit offer to furnish per-price details aligns with best-practice transparency. The trust remains a significant direct holder after the dispositions. No amendments or additional derivative activity are reported.

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).

X

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^*

Emerald Green Trust

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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	09/09/2025		S		6,825(1)	D	$2.2762(2)	1,600,097	D
Common Stock	09/10/2025		S		6,195(1)	D	$2.3463(3)	1,593,902	D
Common Stock	09/11/2025		S		11,768(1)	D	$2.3876(4)	1,582,134	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 transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan adopted by the Reporting Person on May 27, 2025.

2. Represents weighted average sales price. The shares were sold at prices ranging from $2.25 to $2.34. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. Represents weighted average sales price. The shares were sold at prices ranging from $2.315 to $2.39. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. Represents weighted average sales price. The shares were sold at prices ranging from $2.325 to $2.45. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Sarah Bardo, Trustee for Emerald Green Trust	09/11/2025
	** 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 Emerald Green Trust report on Form 4 for XOS?

The trust reported open-market sales of 24,788 shares on Sept 9–11, 2025, under a Rule 10b5-1 plan and a remaining direct holding of 1,582,134 shares.

Were the insider transactions pre‑planned or ad hoc?

They were executed pursuant to a previously established Rule 10b5-1 trading plan adopted May 27, 2025.

What prices were reported for the sales in the Form 4?

The filing reports weighted-average prices of $2.2762, $2.3463, and $2.3876 for the three sale dates, with price ranges disclosed for each date.

Who signed the Form 4 for Emerald Green Trust?

The Form 4 is signed by Sarah Bardo, Trustee on 09/11/2025.

Does the Form 4 show any derivative transactions?

No. Table II for derivative securities contains no reported transactions in this filing.