Xos director granted RSUs, disposes 12,475 shares

Xos, Inc. director Dietmar Ostermann reported a mixed equity update.

Rhea-AI Filing Summary

Xos, Inc. director Dietmar Ostermann reported a mixed equity update. He received a grant of 60,584 Restricted Stock Units (RSUs), each representing a contingent right to one future share, while disposing of a total of 12,475 common shares in three disposition transactions at weighted average prices of $2.4937, $2.3457, and $2.3913 per share. After these transactions, he directly holds 127,702 common shares, including 60,584 unvested RSUs, with at least one disposition executed under a Rule 10b5-1 trading plan adopted on September 16, 2025.

Insider Trade Summary 10b5-1

4 transactions reported

Mixed 4 txns

Insider OSTERMANN DIETMAR

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F3, F6, F2	4,158	$2.3913	$10K
Disposition	Common Stock F3, F5, F2	4,159	$2.3457	$10K
Grant/Award	Common Stock F1, F2	60,584	$0.00	$0.00
Disposition	Common Stock F3, F4, F2	4,158	$2.4937	$10K

Holdings After Transaction: Common Stock — 127,702 shares (Direct)

Footnotes (6)

1. F1. The shares reported in this transaction represent Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock upon settlement. The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day before the Company's 2027 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date.
2. F2. Includes 60,584 unvested RSUs
3. F3. The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025.
4. F4. Represents weighted average sales price. The shares were sold at prices ranging from $2.46 to $2.59. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
5. F5. Represents weighted average sales price. The shares were sold at prices ranging from $2.325 to $2.44. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
6. F6. Represents weighted average sales price. The shares were sold at prices ranging from $2.34 to $2.435. 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.

Key Figures

RSUs granted: 60,584 units Shares disposed July 10, 2026: 4,158 shares Shares disposed July 13, 2026: 4,159 shares +3 more

6 metrics

RSUs granted 60,584 units Grant of Restricted Stock Units to director on July 10, 2026

Shares disposed July 10, 2026 4,158 shares Disposition to issuer at weighted average price $2.4937 per share

Shares disposed July 13, 2026 4,159 shares Disposition to issuer at weighted average price $2.3457 per share

Shares disposed July 14, 2026 4,158 shares Disposition to issuer at weighted average price $2.3913 per share

Holdings after transactions 127,702 shares Direct common stock ownership following July 14, 2026, including unvested RSUs

Rule 10b5-1 plan adoption date September 16, 2025 Adoption date of trading plan referenced for a reported disposition

Key Terms

Restricted Stock Units ("RSUs"), Rule 10b5-1 trading plan, weighted average sales price

3 terms

Restricted Stock Units ("RSUs") financial

"Restricted Stock Units ("RSUs"), each of which represents a contingent"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Rule 10b5-1 trading plan regulatory

"effected pursuant to a Rule 10b5-1 trading plan adopted"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average sales price financial

"Represents weighted average sales price. The shares were sold at prices"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did XOS director Dietmar Ostermann report?

Dietmar Ostermann reported a grant of 60,584 RSUs and dispositions totaling 12,475 common shares. The dispositions occurred in three transactions on July 10, 13, and 14, 2026, each at a specific weighted average price per share.

How many XOS shares does Dietmar Ostermann hold after these transactions?

After the reported transactions, Dietmar Ostermann directly holds 127,702 common shares of Xos, Inc. This figure includes 60,584 unvested RSUs, which each represent a contingent right to receive one share upon settlement, subject to vesting conditions.

What RSU award did XOS grant to Dietmar Ostermann and how does it vest?

Ostermann received 60,584 RSUs, each representing a right to one share upon settlement. These RSUs vest on the earlier of the first anniversary of the grant date or the day before Xos’ 2027 Annual Meeting, contingent on his continuous service through the vesting date.

At what prices were the XOS share dispositions executed?

The three dispositions used weighted average prices of $2.4937, $2.3457, and $2.3913 per share. Footnotes state the shares were sold in ranges: $2.46–$2.59, $2.325–$2.44, and $2.34–$2.435, respectively.

Was a Rule 10b5-1 trading plan involved in the XOS insider transactions?

Yes. At least one disposition was effected under a Rule 10b5-1 trading plan adopted on September 16, 2025. Such plans allow pre-arranged trading, meaning the timing of that transaction was set in advance rather than decided opportunistically.

What does the 60,584 unvested RSUs figure mean for XOS director ownership?

The 60,584 unvested RSUs are part of Ostermann’s reported position and represent potential future shares. They will convert into common stock only if the vesting conditions are met, so they increase his prospective, but not yet fully vested, equity exposure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/14/2026 - 06:05 PM EDT Learn about SEC filing dates

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^*

OSTERMANN DIETMAR

(Last) (First) (Middle)

C/O XOS, INC.

3550 TYBURN STREET, UNIT 100

(Street)

LOS ANGELES CALIFORNIA 90065

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/10/2026		A		60,584(1)	A	$0	140,177(2)	D
Common Stock	07/10/2026		D		4,158(3)	D	$2.4937(4)	136,019(2)	D
Common Stock	07/13/2026		D		4,159(3)	D	$2.3457(5)	131,860(2)	D
Common Stock	07/14/2026		D		4,158(3)	D	$2.3913(6)	127,702(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 Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock upon settlement. The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day before the Company's 2027 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date.

2. Includes 60,584 unvested RSUs

3. The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025.

4. Represents weighted average sales price. The shares were sold at prices ranging from $2.46 to $2.59. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. Represents weighted average sales price. The shares were sold at prices ranging from $2.325 to $2.44. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

6. Represents weighted average sales price. The shares were sold at prices ranging from $2.34 to $2.435. 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.

	/s/ David M. Zlotchew, Attorney-in-Fact for Dietmar Ostermann	07/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)