Xos CFO granted 411K RSUs; 3,165 shares withheld

Xos, Inc.’s CFO had shares withheld for RSU tax obligations and received a large new RSU grant with multi-year vesting.

Rhea-AI Filing Summary

Xos, Inc. (XOS) reported that its Chief Financial Officer, Liana Pogosyan, had 3,165 shares of common stock withheld on September 10, 2026 to satisfy tax withholding obligations from vesting Restricted Stock Units (RSUs), at a reference price of $2.79 per share. On the same date, she received a grant of 411,549 RSUs, of which 33% is scheduled to vest on March 10, 2027 and the remaining portion in 24 approximately equal monthly installments thereafter, subject to continued service. The filing does not indicate use of a Rule 10b5-1 trading plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Pogosyan Liana

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	3,165	$2.79	$9K
Grant/Award	Common Stock F3, F2	411,549	$0.00	$0.00

Holdings After Transaction: Common Stock — 562,646 shares (Direct)

Footnotes (3)

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 89,020 unvested RSUs.
3. F3. Approximately 33% of the Restricted Stock Unit ("RSU") Award shall vest on March 10, 2027 (the "Initial Vesting Date"), and the remainder of the RSU Award shall vest in twenty-four (24) approximately equal installments on each Monthly Vesting Date immediately following the Initial Vesting Date. "Monthly Vesting Date" means the 10th day of each month. Notwithstanding the foregoing, vesting shall terminate upon the Reporting Person's termination of continuous service, as described in Section 6(l) of the Global RSU Award Agreement.

Key Figures

Shares withheld for taxes: 3,165 shares Reference price per share: $2.79 per share RSUs granted: 411,549 RSUs +3 more

6 metrics

Shares withheld for taxes 3,165 shares Common stock withheld on September 10, 2026 to satisfy RSU tax obligations

Reference price per share $2.79 per share Price associated with 3,165 shares withheld for tax withholding

RSUs granted 411,549 RSUs RSU award granted to CFO on September 10, 2026

Unvested RSUs included 89,020 RSUs Unvested RSUs included in the reported holdings

Initial vesting portion 33% Portion of RSU award scheduled to vest on March 10, 2027

Subsequent vesting installments 24 installments Remaining RSU award vests in 24 approximately equal monthly installments

Key Terms

Restricted Stock Unit, tax withholding obligations, Monthly Vesting Date, Global RSU Award Agreement

4 terms

Restricted Stock Unit financial

"Represents the number of shares withheld ... in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax withholding obligations financial

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

Monthly Vesting Date financial

""Monthly Vesting Date" means the 10th day of each month"

Global RSU Award Agreement financial

"vesting shall terminate upon the Reporting Person's termination ... as described in Section 6(l) of the Global RSU Award Agreement"

FAQ

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

What insider transactions did XOS report for its CFO on September 10, 2026?

Xos, Inc. reported that its CFO, Liana Pogosyan, had 3,165 shares of common stock withheld to cover RSU-related taxes and received a grant of 411,549 RSUs on September 10, 2026.

Was the XOS CFO’s September 10, 2026 Form 4 transaction an open market sale?

No. The 3,165 shares were withheld by Xos, Inc. to satisfy tax withholding obligations upon RSU vesting, rather than sold in an open market transaction.

What are the vesting terms of the 411,549 RSUs granted to the XOS CFO?

Approximately 33% of the RSU award vests on March 10, 2027, with the remaining portion vesting in 24 approximately equal monthly installments on the 10th of each month, subject to continued service.

How many unvested RSUs does the XOS CFO’s holdings disclosure include?

The holdings disclosure includes 89,020 unvested RSUs, as stated in the footnotes accompanying the reported transactions.

Were the XOS CFO’s reported transactions made under a Rule 10b5-1 plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan is reported in connection with these transactions.

What price is associated with the XOS shares withheld for taxes?

The 3,165 shares of common stock withheld to satisfy tax obligations are associated with a $2.79 per-share reference price in the Form 4.

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

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Available on EDGAR 09/14/2026 - 06:02 PM Accepted by SEC EDGAR 09/14/2026 - 06:01 PM 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).

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^*

Pogosyan Liana

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026

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	09/10/2026		F		3,165(1)	D	$2.79	151,097(2)	D
Common Stock	09/10/2026		A		411,549(3)	A	$0	562,646(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 89,020 unvested RSUs.

3. Approximately 33% of the Restricted Stock Unit ("RSU") Award shall vest on March 10, 2027 (the "Initial Vesting Date"), and the remainder of the RSU Award shall vest in twenty-four (24) approximately equal installments on each Monthly Vesting Date immediately following the Initial Vesting Date. "Monthly Vesting Date" means the 10th day of each month. Notwithstanding the foregoing, vesting shall terminate upon the Reporting Person's termination of continuous service, as described in Section 6(l) of the Global RSU Award Agreement.

	/s/ David M. Zlotchew, Attorney-in-Fact for Liana Pogosyan	09/14/2026
	** 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)