STOCK TITAN

Xos, Inc. (XOS) grants RSUs to director and reports trust-held shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

RAPP EDWARD J reported acquisition or exercise transactions in this Form 4 filing.

Xos, Inc. director Edward J. Rapp received equity compensation in the form of restricted stock units. He was granted 60,584 RSUs that vest on the earlier of the first anniversary of the grant date or the day before the 2027 annual meeting, subject to continued service, and 2,670 RSUs issued in lieu of his second-quarter 2026 cash retainer as a non-employee director and Audit Committee Chair, which vested immediately on grant. He also reports 21,172 shares of common stock held indirectly through a trust for which he serves as trustee.

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Insider RAPP EDWARD J
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 2,670 $0.00 --
Grant/Award Common Stock 60,584 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 134,030 shares (Direct); Common Stock — 21,172 shares (Indirect, By Trust)
Footnotes (1)
  1. 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 a non-employee director and as Audit Committee Chair in the second quarter of 2026. The RSUs reported vested immediately on the date of grant. Includes 60,584 unvested RSUs 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 2027 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date. Shares are held by the Edward Joseph Rapp TTEE U/A DTD 02/07/2005, of which the Reporting Person is trustee.
RSUs granted for board service 60,584 shares Restricted Stock Units vesting on the earlier of first anniversary of grant or day before 2027 Annual Meeting
RSUs in lieu of Q2 2026 cash retainer 2,670 shares RSUs issued to non-employee director and Audit Committee Chair for second quarter of 2026, vested immediately
Indirect shares held by trust 21,172 shares Common stock held by the Edward Joseph Rapp TTEE U/A DTD 02/07/2005 trust with the reporting person as trustee
Restricted Stock Units ("RSUs") financial
"represent Restricted Stock Units ("RSUs"), each of which represents a contingent right"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
cash retainer financial
"were issued to the Reporting Person in lieu of the cash retainer for service"
Audit Committee Chair financial
"service as a non-employee director and as Audit Committee Chair in the second quarter"
contingent right to receive financial
"each of which represents a contingent right to receive one share of the Issuer's common stock"

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FAQ

What equity awards did Xos (XOS) director Edward J. Rapp receive?

Edward J. Rapp received two equity awards: 60,584 restricted stock units (RSUs) for board service and 2,670 RSUs issued instead of his second-quarter 2026 cash retainer. Both awards relate to his role as a non-employee director and Audit Committee Chair.

When do Edward J. Rapp’s new RSUs at Xos (XOS) vest?

The 60,584 RSUs vest on the earlier of the first anniversary of the grant date or the day before Xos’s 2027 annual meeting. The 2,670 RSUs issued in lieu of his second-quarter 2026 cash retainer vested immediately on the grant date.

How was Edward J. Rapp’s second-quarter 2026 compensation at Xos (XOS) structured?

For the second quarter of 2026, Edward J. Rapp’s cash retainer as a non-employee director and Audit Committee Chair was delivered as 2,670 RSUs instead of cash. These RSUs vested in full immediately on the date of grant, providing stock-based compensation.

How many Xos (XOS) shares does Edward J. Rapp hold through a trust?

Edward J. Rapp reports 21,172 shares of Xos common stock held indirectly through the “Edward Joseph Rapp TTEE U/A DTD 02/07/2005” trust. He is the trustee of this trust, which holds the shares on his behalf in an indirect ownership capacity.

What rights do Edward J. Rapp’s RSUs at Xos (XOS) provide?

The restricted stock units reported for Edward J. Rapp each represent a contingent right to receive one share of Xos common stock upon settlement. Delivery of the underlying shares depends on the specified vesting conditions and his continued service with the company.
SEC Form 4
FORM 4UNITED 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*
RAPP EDWARD J

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/10/2026A2,670(1)A$0134,030(2)D
Common Stock07/10/2026A60,584(3)A$0194,614(2)D
Common Stock21,172IBy Trust(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. 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 a non-employee director and as Audit Committee Chair in the second quarter of 2026. The RSUs reported vested immediately on the date of grant.
2. Includes 60,584 unvested RSUs
3. 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 2027 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date.
4. Shares are held by the Edward Joseph Rapp TTEE U/A DTD 02/07/2005, of which the Reporting Person is trustee.
/s/ David M. Zlotchew, Attorney-in-Fact for Edward J. Rapp07/14/2026
** Signature of Reporting PersonDate
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)