Xos (XOS) CEO Semler has shares withheld to cover RSU taxes on vesting

Rhea-AI Filing Summary

Xos, Inc. Chief Executive Officer and director Dakota Semler reported a tax-related share withholding tied to vested restricted stock units (RSUs). On January 10, 2026, 5,620 shares of common stock were withheld by the company at a price of $2.18 per share to satisfy Semler's tax obligations from previously reported RSU awards. After this transaction, Semler beneficially owned 1,030,930 shares of Xos common stock, which includes 789,047 unvested RSUs, each representing a contingent right to receive one share upon settlement.

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

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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^*

Semler Dakota

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

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2026

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	01/10/2026		F		5,620(1)	D	$2.18	1,030,930(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 789,047 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Dakota Semler	01/13/2026
	** 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.

FAQ

What insider transaction did XOS CEO Dakota Semler report?

Dakota Semler reported that 5,620 shares of Xos common stock were withheld on January 10, 2026 to cover tax obligations from vested RSU awards.

What does the Form 4 transaction code F mean for XOS?

Transaction code F indicates shares were withheld by the issuer to satisfy tax withholding obligations related to equity awards, rather than an open-market sale.

How many XOS shares does Dakota Semler beneficially own after this transaction?

After the reported transaction, Dakota Semler beneficially owns 1,030,930 shares of Xos common stock.

How many unvested RSUs does the XOS CEO hold?

Dakota Semler's beneficial ownership includes 789,047 unvested RSUs, each representing a contingent right to receive one share of Xos common stock upon settlement.

Was this XOS insider transaction a market sale by the CEO?

No. The 5,620 shares were withheld by Xos to cover tax withholding on vested RSU awards, rather than sold in the open market.

What price per share was used for the XOS tax withholding?

The tax withholding transaction used a price of $2.18 per share for the 5,620 withheld shares.