Xos, Inc. (XOS) CEO withholds 14,538 shares to cover RSU tax obligations

Rhea-AI Filing Summary

Xos, Inc. Chief Executive Officer and director Dakota Semler reported a Form 4 transaction involving 14,538 shares of common stock on 2026-08-10. These shares were withheld by the company to satisfy tax withholding obligations arising from the vesting of previously reported Restricted Stock Unit (RSU) awards at a reference price of $2.70 per share. Following this tax-withholding disposition, Semler directly holds 803,447 shares of common stock, which include 417,067 unvested RSUs.

Insider Trade Summary

Net Seller: 14,538 shares

Net Sell 1 txn

Insider Semler Dakota

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	14,538	$2.70	$39K

Holdings After Transaction: Common Stock — 803,447 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Includes 417,067 unvested RSUs.

Key Figures

Shares withheld for taxes: 14,538 shares Reference price per share: $2.70 per share Shares held after transaction: 803,447 shares +1 more

4 metrics

Shares withheld for taxes 14,538 shares Shares withheld to satisfy tax withholding obligations on RSU vesting on 2026-08-10

Reference price per share $2.70 per share Price associated with the 14,538-share tax-withholding disposition

Shares held after transaction 803,447 shares Directly held Xos common shares by Dakota Semler after the transaction

Unvested RSUs included in holdings 417,067 RSUs Unvested Restricted Stock Units included within post-transaction holdings

Key Terms

Restricted Stock Unit ("RSU") Awards, tax withholding obligations, code F

3 terms

Restricted Stock Unit ("RSU") Awards financial

"vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards"

tax withholding obligations financial

"shares withheld by the Issuer to satisfy the tax withholding obligations in connection"

code F financial

"A code F transaction reflects payment of tax liability by delivering or withholding securities"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/12/2026 - 05:03 PM Accepted by SEC EDGAR 08/12/2026 - 05:03 PM Learn about SEC filing dates

FAQ

What did XOS CEO Dakota Semler report in this Form 4 transaction?

Dakota Semler reported that 14,538 shares of XOS common stock were withheld by the company at $2.70 per share to satisfy tax withholding obligations related to vesting RSU awards.

Is the XOS (XOS) Form 4 transaction a market sale of shares?

No. The Form 4 shows a code F transaction, where 14,538 shares were withheld to cover tax withholding obligations from RSU vesting, rather than a discretionary open-market sale.

How many XOS shares does Dakota Semler hold after this Form 4 event?

After the tax-withholding disposition, Dakota Semler directly holds 803,447 shares of XOS common stock, which the footnotes state include 417,067 unvested RSUs that may settle into shares in the future.

What does the 14,538-share code F transaction mean for XOS (XOS) investors?

The 14,538-share code F entry represents shares withheld for taxes on RSU vesting at a reference price of $2.70, and not a traditional buy or sell order, so it primarily reflects compensation and tax mechanics.

Was the XOS CEO’s Form 4 trade under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and the footnotes do not reference a trading plan, so this tax-withholding transaction is not identified as made under a Rule 10b5-1 plan.

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^*

Semler Dakota

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026

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	08/10/2026		F		14,538(1)	D	$2.7	803,447(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 417,067 unvested RSUs.

	/s/ David M. Zlotchew, Attorney-in-Fact for Dakota Semler	08/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)