XOS Form 4: CEO Dakota Semler retains 453,873 shares including 191,196 RSUs

Rhea-AI Filing Summary

Dakota Semler, who serves as both Chief Executive Officer and a director of Xos, Inc. (XOS), reported a transaction related to the vesting of previously awarded restricted stock units (RSUs). On 08/10/2025 the issuer withheld 3,458 shares to satisfy tax withholding obligations arising from RSU settlement, at a reported price of $3.20 per share. After this withholding, the reporting person is shown as beneficially owning 453,873 shares in total, which the filer states includes 191,196 unvested RSUs. The Form 4 was submitted under power of attorney by David M. Zlotchew.

Positive

• Substantial retained ownership: Reporting person beneficially owns 453,873 shares, which includes 191,196 unvested RSUs, indicating continued equity alignment with shareholders.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on RSU vesting by CEO; retains substantial ownership including many unvested RSUs.

The filing documents a customary mechanic where the company withheld 3,458 shares to satisfy tax obligations tied to RSU vesting. This is a standard administrative transaction and does not reflect an open-market sale or purchase decision by the insider. The reporting person remains a major holder with 453,873 shares beneficially owned, including 191,196 unvested RSUs, indicating continued alignment with shareholder interests through equity compensation rather than cash disposition.

Securities Analyst

TL;DR: Non-economic share withholding for taxes reduces outstanding insider shares modestly; transaction is non-market and low-impact.

The record shows a withholding event at a price reported as $3.20 per share for 3,458 shares. Because the shares were withheld to cover tax liabilities upon RSU settlement, there was no market sale that might signal insider sentiment. The overall beneficial ownership post-transaction remains sizeable; investors should view this as administrative and not indicative of a change in conviction by management based solely on this Form 4.

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

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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)
08/10/2025

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	08/10/2025		F		3,458(1)	D	$3.2	453,873(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 191,196 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Dakota Semler	08/12/2025
	** 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.
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

Who filed the Form 4 for XOS?

Dakota Semler, identified as Chief Executive Officer and a director, filed the Form 4 (submitted via attorney-in-fact).

What transaction is reported on the XOS Form 4?

3,458 shares were withheld by the issuer to satisfy tax withholding obligations related to the vesting of previously granted RSUs.

At what price were the withheld shares reported?

The withheld shares are reported at a price of $3.20 per share in the filing.

How many shares does the reporting person own after the transaction?

The filing reports 453,873 shares beneficially owned following the reported transaction, including 191,196 unvested RSUs.

Was this a market sale by the insider?

No. The filing indicates shares were withheld to cover tax withholding on vested RSUs, not an open-market sale or purchase.