Xos (XOS) COO has 80,582 shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Xos, Inc. Chief Operating Officer Giordano Sordoni reported a tax-withholding transaction related to restricted stock units. On March 10, 2026, 80,582 shares of common stock were withheld at $2.06 per share to cover tax obligations tied to vesting RSU awards, not as an open-market sale. After this disposition, Sordoni directly owned 1,655,316 shares of common stock, which the filing states includes 546,498 unvested RSUs that may convert into additional shares as they vest.

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 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
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		F		80,582(1)	D	$2.06	1,655,316(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 546,498 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Giordano Sordoni	03/12/2026
	** 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).
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) report for Giordano Sordoni?

Xos reported that COO Giordano Sordoni had 80,582 common shares withheld to cover tax obligations from vesting restricted stock units. This Form 4 event reflects tax withholding, not an open-market purchase or sale of Xos stock.

Was the Xos (XOS) Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition. Xos withheld 80,582 shares at $2.06 each to satisfy COO Giordano Sordoni’s tax obligations triggered by vesting RSU awards, rather than him selling shares on the open market.

How many Xos (XOS) shares does Giordano Sordoni hold after this Form 4?

After the reported tax-withholding transaction, Giordano Sordoni directly holds 1,655,316 Xos common shares. The filing notes this total includes 546,498 unvested restricted stock units that represent rights to receive additional shares upon future vesting.

What price per share was used for the Xos (XOS) tax-withholding event?

The Form 4 states that 80,582 Xos common shares were withheld at a price of $2.06 per share. This price is used solely for calculating the value of shares applied toward the executive’s tax obligations on vested RSUs.

What do the unvested RSUs in the Xos (XOS) Form 4 represent?

The filing explains that unvested RSUs represent contingent rights to receive one Xos common share per unit upon settlement. It notes that Giordano Sordoni’s post-transaction holdings include 546,498 such unvested RSUs that will deliver shares as they vest over time.

Does this Xos (XOS) Form 4 indicate any remaining derivative positions?

The Form 4 derivative summary is empty, indicating no derivative option or warrant positions disclosed in this specific filing. The focus is on common stock and RSU-related tax withholding, rather than exercises or conversions of derivative securities.