Xos, Inc. (XOS) CFO logs RSU tax share withholding in new Form 4

Rhea-AI Filing Summary

Xos, Inc.'s Chief Financial Officer, Liana Pogosyan, reported an automatic share withholding tied to restricted stock units. On January 10, 2026, the company withheld 1,019 shares of common stock at $2.18 per share to cover tax obligations that arose when previously reported RSU awards vested. This was not an open-market sale but a tax withholding event handled by the issuer.

After this transaction, Pogosyan beneficially owned 199,224 shares of Xos common stock, which the filing notes includes 179,793 unvested RSUs. Each RSU represents a right to receive one share of common stock upon settlement, so a substantial portion of her reported holdings is still subject to future vesting.

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^*

Pogosyan Liana

(Last) (First) (Middle)

C/O XOS, INC.

3550 TYBURN ST., 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		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		1,019(1)	D	$2.18	199,224(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 179,793 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Liana Pogosyan	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 CFO Liana Pogosyan report?

The Xos, Inc. Chief Financial Officer, Liana Pogosyan, reported that 1,019 shares of common stock were withheld by the company on January 10, 2026 to satisfy tax withholding obligations related to vesting restricted stock units.

Was the XOS CFO’s Form 4 transaction an open-market sale?

No. The Form 4 states that the 1,019 shares represent shares withheld by the issuer to satisfy tax withholding obligations upon RSU vesting, rather than a discretionary open-market sale.

How many XOS shares does the CFO own after this transaction?

Following the reported transaction, Liana Pogosyan beneficially owned 199,224 shares of Xos, Inc. common stock in total.

How many unvested RSUs does the XOS CFO hold?

The filing notes that Pogosyan’s holdings include 179,793 unvested restricted stock units (RSUs), each representing a contingent right to receive one share of common stock upon settlement.

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

The shares withheld to cover taxes in connection with RSU vesting were valued at $2.18 per share, according to the Form 4.

Is the XOS CFO’s ownership reported as direct or indirect?

The Form 4 lists the 199,224 shares as held with direct ownership (D) by Liana Pogosyan, with no separate entity noted in the nature of ownership.