[Form 4] Xos, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview: Director George N. Mattson reported two equity awards from Xos, Inc. (XOS) dated 10 July 2025.

• 62,377 Restricted Stock Units (RSUs) granted at no cost. These RSUs vest on the earlier of (i) 12 months after the grant date or (ii) the day before the 2026 annual meeting, contingent on continuous service.
• 2,001 RSUs issued in lieu of the Q2 2025 cash retainer for Mr. Mattson’s role as Lead Independent Director. These units vested immediately on the grant date.

After the transactions, Mattson’s direct holdings rose to 131,762 common shares, of which 62,377 are unvested RSUs. He also reports 131,250 shares held via NGAC GNM Feeder LLC and 33,333 shares held via GNM ICBC LLC, bringing his total reported beneficial ownership to 296,345 shares (direct + indirect).

No shares were sold, and no derivative securities were exercised or disposed of. The filings indicate continued alignment of the director’s compensation with shareholder interests through equity rather than cash.

Positive

• Director ownership increases: George N. Mattson’s direct holdings rise by 64,378 shares, signalling ongoing commitment and alignment with shareholders.
• No insider sales were reported, avoiding dilution concerns or negative signaling.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director granted 64k+ RSUs, boosting direct stake to 131.8k shares; no sales; modest insider-alignment positive.

The filing is routine board compensation. Because the RSUs carry zero exercise price and are service-based, they do not reflect an active buy decision but do lengthen the director’s exposure to share-price performance. Including indirect holdings, Mr. Mattson now reports nearly 300k shares, a noticeable stake for a director in a small-cap EV truck firm like Xos. Absence of sales or option exercises removes any negative read-through. While the transaction is not large on an absolute dollar basis, incremental insider accumulation—especially by an independent director—typically skews market sentiment slightly positive.

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
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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^*

Mattson George N

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

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	07/10/2025		A		62,377(1)	A	$0	129,761(2)	D
Common Stock	07/10/2025		A		2,001(3)	A	$0	131,762(2)	D
Common Stock								131,250	I	NGAC GNM Feeder LLC(4)
Common Stock								33,333	I	GNM ICBC LLC(5)

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 Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock upon settlement. The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day before the Company's 2026 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date

2. Includes 62,377 unvested RSUs.

3. 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 Lead Independent Director in Q2 2025. The RSUs reported vested immediately on the date of grant.

4. Shares are held by NGAC GNM Feeder LLC ("NGAC"). The Reporting Person may be deemed to beneficially own such shares by virtue of his shared control over NGAC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. Shares are held by GNM ICBC LLC ("GNM ICBC"). The Reporting Person may be deemed to beneficially own such shares by virtue of his control over GNM ICBC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for George N. Mattson	07/14/2025
	** 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.
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FAQ

How many XOS shares does director George N. Mattson now own?

He reports 131,762 direct shares and 164,583 indirect shares, totaling 296,345 shares.

What type of securities were granted to the XOS director on 10 July 2025?

Restricted Stock Units (RSUs)—62,377 service-based and 2,001 in lieu of cash retainer.

Do the newly granted RSUs vest immediately?

2,001 RSUs vested immediately; 62,377 RSUs vest on the earlier of one year or the day before the 2026 annual meeting.

Were any XOS shares sold by the director in this Form 4?

No, there were no dispositions; the filing only reports acquisitions at $0 cost.

Does the Form 4 include any derivative security transactions?

No derivative securities were exercised, acquired, or disposed of in this filing.