Xos COO has shares withheld for RSU taxes

Rhea-AI Filing Summary

Xos, Inc. Chief Operating Officer Giordano Sordoni reported a tax-withholding disposition of 9,916 shares of common stock on 2026-07-10, representing shares withheld by the issuer to satisfy tax obligations upon vesting of previously reported RSU awards at $2.47 per share. Following this withholding, he holds 1,616,491 shares of common stock directly, including 439,093 unvested RSUs, with each RSU representing a contingent right to receive one share upon settlement.

Insider Trade Summary

Tax Withholding: 9,916 shares

Tax Withholding 1 txn

Insider Sordoni Giordano

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	9,916	$2.47	$24K

Holdings After Transaction: Common Stock — 1,616,491 shares (Direct)

Footnotes (2)

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 439,093 unvested RSUs.

Key Figures

Shares withheld for taxes: 9,916 shares Withholding price: $2.47 per share Shares held after transaction: 1,616,491 shares +1 more

4 metrics

Shares withheld for taxes 9,916 shares Common stock withheld on 2026-07-10 to satisfy RSU-related tax obligations

Withholding price $2.47 per share Value used for the 9,916-share tax-withholding disposition

Shares held after transaction 1,616,491 shares Directly held Xos common stock following the July 10, 2026 withholding

Unvested RSUs 439,093 RSUs Unvested Restricted Stock Units included in the COO’s equity holdings

Key Terms

Restricted Stock Unit, tax withholding obligations, contingent right

3 terms

Restricted Stock Unit financial

"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.

tax withholding obligations financial

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

contingent right financial

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

FAQ

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

What insider transaction did XOS COO Giordano Sordoni report?

COO Giordano Sordoni reported 9,916 Xos, Inc. shares withheld on 2026-07-10 to satisfy RSU-related tax obligations at $2.47 per share. These shares were withheld by the issuer in connection with the vesting of previously reported Restricted Stock Unit awards.

Was the XOS insider transaction an open-market sale of shares?

No. The reported 9,916-share transaction reflects shares withheld by the issuer to cover tax obligations on RSU vesting. The Form 4 describes this as payment of tax liability by delivering securities, not as an open-market purchase or sale.

How many XOS shares does Giordano Sordoni hold after this transaction?

After the tax-withholding disposition, Giordano Sordoni directly holds 1,616,491 shares of Xos, Inc. common stock. This figure includes equity received or retained after the RSU vesting event reflected in the July 10, 2026 withholding transaction.

How many unvested RSUs does the XOS COO still have outstanding?

Giordano Sordoni’s holdings include 439,093 unvested RSUs. Each Restricted Stock Unit represents a contingent right to receive one share of Xos, Inc. common stock upon settlement, subject to applicable vesting conditions.

What does transaction code "F" mean in the XOS Form 4 filing?

Transaction code "F" indicates a tax-withholding disposition, described as payment of exercise price or tax liability by delivering securities. In this case, 9,916 shares were withheld to satisfy tax obligations associated with vesting RSU awards.

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

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Accepted by SEC EDGAR 07/14/2026 - 07:18 PM EDT 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^*

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)
07/10/2026

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	07/10/2026		F		9,916(1)	D	$2.47	1,616,491(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 439,093 unvested RSUs.

	/s/ David M. Zlotchew, Attorney-in-Fact for Giordano Sordoni	07/14/2026
	** 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)