Xos (XOS) director Edward Rapp awarded 5,182 RSUs in lieu of cash retainer

Rhea-AI Filing Summary

Xos, Inc. director Edward J. Rapp reported an equity compensation grant. On April 10, 2026, he acquired 5,182 shares of Common Stock in the form of RSUs, issued in lieu of his cash retainer for serving as Audit Committee Chair and director in the first quarter of 2026. The RSUs vested immediately on the grant date.

After this grant, Rapp holds 131,360 shares directly, which include 62,377 unvested RSUs, and an additional 21,172 shares indirectly through a trust for which he serves as trustee.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider RAPP EDWARD J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,182	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 131,360 shares (Direct); Common Stock — 21,172 shares (Indirect, By Trust)

Footnotes (1)

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 Audit Committee Chair and a Director in the first quarter of 2026. The RSUs reported vested immediately on the date of grant. Includes 62,377 unvested RSUs. Shares are held by the Edward Joseph Rapp TTEE U/A DTD 02/07/2005, of which the Reporting Person is trustee.

Key Figures

RSU grant size: 5,182 shares Grant price per share: $0.0000 per share Direct holdings after grant: 131,360 shares +2 more

5 metrics

RSU grant size 5,182 shares RSUs granted April 10, 2026 in lieu of cash retainer

Grant price per share $0.0000 per share Stated price for RSU-based Common Stock grant

Direct holdings after grant 131,360 shares Common Stock directly owned following April 10, 2026 grant

Unvested RSUs included 62,377 RSUs Unvested restricted stock units within direct holdings

Indirect trust holdings 21,172 shares Shares held by trust where Rapp is trustee

Key Terms

RSUs, Audit Committee Chair, unvested RSUs, trustee

4 terms

RSUs financial

"The shares reported in this transaction represent RSUs that were issued to the Reporting Person in lieu of the cash retainer"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Audit Committee Chair financial

"for the Reporting Person's service as Audit Committee Chair and a Director in the first quarter of 2026"

unvested RSUs financial

"Includes 62,377 unvested RSUs."

trustee financial

"Shares are held by the Edward Joseph Rapp TTEE U/A DTD 02/07/2005, of which the Reporting Person is trustee."

A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

Form 4 Insider Transactions: What Each Field Means →

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^*

RAPP EDWARD J

(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)
04/10/2026

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	04/10/2026		A		5,182(1)	A	$0	131,360(2)	D
Common Stock								21,172	I	By Trust(3)

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 Audit Committee Chair and a Director in the first quarter of 2026. The RSUs reported vested immediately on the date of grant.

2. Includes 62,377 unvested RSUs.

3. Shares are held by the Edward Joseph Rapp TTEE U/A DTD 02/07/2005, of which the Reporting Person is trustee.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Edward J. Rapp	04/14/2026
	** 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)

FAQ

What insider transaction did Xos (XOS) disclose for Edward J. Rapp?

Xos disclosed that director Edward J. Rapp received 5,182 RSU-based shares of Common Stock on April 10, 2026. These RSUs were granted as equity compensation for his service as Audit Committee Chair and director during the first quarter of 2026.

How many Xos (XOS) shares did Edward J. Rapp acquire in this Form 4 filing?

Edward J. Rapp acquired 5,182 shares of Xos Common Stock via restricted stock units. The RSUs were issued at a stated price of $0.0000 per share, reflecting a compensation grant rather than an open-market purchase of the company’s stock.

Why were the 5,182 Xos (XOS) RSUs granted to Edward J. Rapp?

The 5,182 RSUs were granted to Edward J. Rapp in lieu of his cash retainer. They compensate him for serving as Audit Committee Chair and a director of Xos during the first quarter of 2026, substituting stock-based awards for cash fees.

When did Edward J. Rapp’s Xos (XOS) RSUs vest?

The RSUs granted to Edward J. Rapp vested immediately on the April 10, 2026 grant date. Immediate vesting means he did not need to meet additional service or time-based conditions before the underlying Xos Common Stock became fully earned.

What are Edward J. Rapp’s total Xos (XOS) share holdings after this transaction?

Following the grant, Edward J. Rapp holds 131,360 Xos shares directly and 21,172 shares indirectly through a trust. His direct holdings include 62,377 unvested RSUs, showing a mix of already vested stock and additional equity subject to vesting conditions.

How are Edward J. Rapp’s indirect Xos (XOS) holdings structured?

Edward J. Rapp’s indirect Xos holdings, totaling 21,172 shares, are held by the Edward Joseph Rapp TTEE U/A DTD 02/07/2005 trust. He serves as trustee of this trust, which is why the shares are reported as indirectly owned on the Form 4.