Insider Filing: XOS COO's Beneficial Ownership at 1.11M Shares

Rhea-AI Filing Summary

Giordano Sordoni, a director and Chief Operating Officer of Xos, Inc. (XOS), reported a transaction dated 08/10/2025 in which 3,291 shares of common stock were withheld by the issuer to satisfy tax withholding related to the vesting of previously reported RSU awards.

After the withholding, the filing shows Mr. Sordoni beneficially owns 1,110,469 shares, which includes 180,083 unvested RSUs. The Form 4 was executed by an attorney-in-fact and dated 08/12/2025. Table II lists no derivative securities in this filing.

Positive

• Reporting person retains significant direct ownership: 1,110,469 shares beneficially owned after the transaction.
• Clear disclosure of RSU holdings: Filing explicitly states inclusion of 180,083 unvested RSUs in the beneficial ownership total.
• No derivative activity reported: Table II contains no entries, indicating no options, warrants, or other derivatives were disclosed in this filing.

Negative

• Shares withheld for tax obligations: 3,291 shares were withheld by the issuer to satisfy tax withholding related to RSU vesting, reducing immediate share count.

Insights

Corporate Governance Expert

TL;DR: Routine RSU tax-withholding reduced reported shares; beneficial ownership remains substantial and no derivatives were reported.

The filing documents a non-dispositive, internal tax-withholding action tied to RSU vesting rather than an open market sale. Reporting person Giordano Sordoni remains a significant direct holder with 1,110,469 shares post-transaction, including 180,083 unvested RSUs, which preserves his economic stake and voting exposure. The absence of entries in Table II indicates no new option or derivative activity disclosed in this Form 4.

Securities Analyst

TL;DR: Withholding of 3,291 shares for taxes is routine; it marginally reduces outstanding direct holdings but is not a liquidity event.

The transaction dated 08/10/2025 is recorded with transaction code F and described in the explanations as shares withheld to meet tax obligations arising from RSU vesting. The filing shows a post-transaction direct ownership of 1,110,469 shares. There is a clear disclosure of 180,083 unvested RSUs included in that total. This suggests the action is administrative and not indicative of new monetization of holdings.

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
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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^*

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)
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		3,291(1)	D	$3.2	1,110,469(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 180,083 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Giordano Sordoni	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 transaction did Giordano Sordoni report on the XOS Form 4?

The filing reports that 3,291 shares were withheld by the issuer to satisfy tax withholding related to the vesting of previously reported RSUs, dated 08/10/2025.

How many XOS shares does Giordano Sordoni beneficially own after the reported transaction?

The Form 4 shows he beneficially owns 1,110,469 shares following the reported transaction.

Does the ownership total include unvested RSUs for XOS insider Giordano Sordoni?

Yes. The filing states the total includes 180,083 unvested RSUs.

Were any derivative securities (options, warrants) reported by the insider in this filing?

No. Table II lists no derivative securities acquired, disposed of, or beneficially owned in this Form 4.

Who signed the Form 4 for Giordano Sordoni and when was it dated?

The Form 4 was signed by David M. Zlotchew, Attorney-in-Fact for Giordano Sordoni and is dated 08/12/2025.