[Form 4] Xos, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Emerald Green Trust, a reporting person identified as a director and 10% owner of Xos, Inc. (XOS), sold a total of 90,676 shares of XOS common stock across three transactions on 08/26/2025 (41,894 shares), 08/27/2025 (28,384 shares) and 08/28/2025 (20,398 shares). The disposals were effected under a previously established Rule 10b5-1 trading plan adopted May 27, 2025. Weighted average sale prices are reported for each date (approximately $3.02 to $3.04), and the reporting person states full price-by-price detail will be provided on request. After these sales, Emerald Green Trust beneficially owned 1,700,854 shares of XOS common stock.

Positive

• Trades executed under a pre-established Rule 10b5-1 plan, adopted May 27, 2025, which can provide an affirmative defense against insider trading claims
• Transparent Form 4 reporting with commitment to provide per-price details on request
• Reporting person retains substantial ownership after transactions: 1,700,854 shares

Negative

• Insider disposed of 90,676 shares over three days (08/26/2025–08/28/2025), which may be viewed negatively by some investors
• Form 4 lists only weighted average prices; full per-price breakdown is not included in the filing but is available upon request

Insights

Securities Analyst

TL;DR: Director and 10% owner sold 90,676 XOS shares under a Rule 10b5-1 plan; ownership remains substantial at 1.7M shares.

The Form 4 discloses systematic disposals over three days executed pursuant to a pre-established 10b5-1 plan (adopted May 27, 2025). Such plans are commonly used to provide an affirmative defense against insider trading claims and indicate the trades were pre-planned rather than opportunistic. The filing reports weighted average sale prices for each day and confirms the reporting person will disclose per-price breakdowns on request. The reporting person continues to hold a large residual stake: 1,700,854 shares after the transactions.

Corporate Governance Expert

TL;DR: Insider sales were executed under a documented trading plan, maintaining transparency through Form 4 disclosures.

From a governance perspective, the filing provides clear disclosure of insider activity and the existence of a 10b5-1 plan, which supports procedural compliance. The trustee signed the filing, and the explanation section specifies that per-price details are available upon request, enhancing transparency. The nature and timing of the trades are fully documented in this Form 4; the filing does not include any additional contextual statements about intent or company developments.

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^*

Emerald Green Trust

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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	08/26/2025		S		41,894(1)	D	$3.0235(2)	1,749,636	D
Common Stock	08/27/2025		S		28,384(1)	D	$3.0374(3)	1,721,252	D
Common Stock	08/28/2025		S		20,398(1)	D	$3.0001(4)	1,700,854	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 transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan adopted by the Reporting Person on May 27, 2025.

2. Represents weighted average sales price. The shares were sold at prices ranging from $3.00 to $3.115. 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.

3. Represents weighted average sales price. The shares were sold at prices ranging from $3.00 to $3.13. 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.

4. Represents weighted average sales price. The shares were sold at prices ranging from $3.00 to $3.01. 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.

Remarks:

	/s/ Sarah Bardo, Trustee for Emerald Green Trust	08/28/2025
	** 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 transactions did Emerald Green Trust report for XOS on Form 4?

The filing reports sales of 41,894 shares on 08/26/2025, 28,384 shares on 08/27/2025 and 20,398 shares on 08/28/2025, totaling 90,676 shares.

Were the XOS sales executed under a 10b5-1 trading plan?

Yes. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 27, 2025.

What were the reported sale prices for the XOS shares?

The Form 4 provides weighted average sale prices: approximately $3.0235 (08/26), $3.0374 (08/27) and $3.0001 (08/28); detailed per-price breakdowns are available upon request.

How many XOS shares did Emerald Green Trust own after these transactions?

After the reported sales, the filing shows the reporting person beneficially owned 1,700,854 shares of XOS common stock.

What is the reporting person’s relationship to XOS?

The Form 4 identifies Emerald Green Trust as a Director and a 10% owner of Xos, Inc.