Tax withholding reduces Xos (XOS) COO stake after RSU vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Xos, Inc. Chief Operating Officer and director Giordano Sordoni reported a routine tax-withholding share disposition tied to restricted stock vesting. The company withheld 9,637 shares of common stock at $1.85 per share to cover tax obligations from previously granted RSU awards.

After this non-market transaction, Sordoni directly holds 1,636,043 shares of Xos common stock, which includes 492,795 unvested restricted stock units that may settle into additional shares over time.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sordoni Giordano

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	9,637	$1.85	$18K

Holdings After Transaction: Common Stock — 1,636,043 shares (Direct, null)

Footnotes (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. Includes 492,795 unvested RSUs.

Key Figures

Shares withheld for taxes: 9,637 shares Withholding price: $1.85 per share Shares held after transaction: 1,636,043 shares +1 more

4 metrics

Shares withheld for taxes 9,637 shares Common stock withheld to satisfy tax obligations on RSU vesting

Withholding price $1.85 per share Value per share for 9,637 shares delivered for tax withholding

Shares held after transaction 1,636,043 shares Direct Xos common stock holdings following the tax-withholding disposition

Unvested RSUs 492,795 RSUs Unvested restricted stock units included in the reporting person’s holdings

Key Terms

Restricted Stock Unit, RSU, tax withholding obligations, tax-withholding disposition

4 terms

Restricted Stock Unit financial

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

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.

RSU financial

"Each RSU represents a contingent right to receive one share of common stock upon settlement."

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

tax withholding obligations financial

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

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 08:34 PM

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^*

Sordoni Giordano

(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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/10/2026		F		9,637⁽¹⁾	D	$1.85	1,636,043⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 492,795 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Giordano Sordoni	05/12/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Xos (XOS) report for Giordano Sordoni?

Xos reported a tax-withholding disposition for COO Giordano Sordoni. The issuer withheld 9,637 common shares to satisfy tax obligations triggered by the vesting of previously granted restricted stock unit awards, rather than an open-market sale.

How many Xos (XOS) shares were withheld for taxes and at what price?

The issuer withheld 9,637 Xos common shares at $1.85 per share. This withholding satisfied tax obligations arising from the vesting of restricted stock unit awards, as disclosed in the Form 4 footnotes for the reporting person.

How many Xos (XOS) shares does Giordano Sordoni hold after this Form 4?

After the tax-withholding transaction, Giordano Sordoni directly holds 1,636,043 Xos common shares. This figure reflects his position following the withholding of 9,637 shares for tax obligations related to restricted stock unit vesting.

What does the Form 4 say about unvested RSUs for Xos (XOS) COO?

The Form 4 notes that Giordano Sordoni’s holdings include 492,795 unvested restricted stock units. Each RSU represents a contingent right to receive one Xos common share upon settlement, subject to the applicable vesting conditions.

Was the Xos (XOS) insider transaction an open-market sale?

No, the transaction was not an open-market sale. The filing classifies it as a tax-withholding disposition, where 9,637 shares were delivered to the issuer to cover tax obligations tied to restricted stock unit vesting.