Xos COO has shares withheld for RSU tax payment

Xos, Inc. director and Chief Operating Officer Giordano Sordoni reported a code F transaction involving company common stock.

Rhea-AI Filing Summary

Xos, Inc. director and Chief Operating Officer Giordano Sordoni reported a code F transaction involving company common stock. On 2026-08-10, 13,663 shares were withheld by the issuer at $2.70 per share to satisfy tax withholding obligations arising from the vesting of previously reported Restricted Stock Unit (RSU) awards. Following this tax-related withholding disposition, Sordoni directly holds 1,602,828 shares of common stock, which include 412,242 unvested RSUs, each RSU representing a contingent right to receive one share upon settlement.

Insider Trade Summary

Tax Withholding: 13,663 shares

Tax Withholding 1 txn

Insider Sordoni Giordano

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	13,663	$2.70	$37K

Holdings After Transaction: Common Stock — 1,602,828 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 412,242 unvested RSUs.

Key Figures

Shares withheld for taxes: 13,663 shares Withholding price: $2.70 per share Shares held after transaction: 1,602,828 shares +1 more

4 metrics

Shares withheld for taxes 13,663 shares Shares withheld on 2026-08-10 to satisfy tax withholding obligations on vesting RSUs

Withholding price $2.70 per share Per-share value used for the tax-withholding disposition of 13,663 shares

Shares held after transaction 1,602,828 shares Total common shares directly held by Giordano Sordoni following the transaction

Unvested RSUs included 412,242 RSUs Unvested Restricted Stock Units included in post-transaction holdings, each RSU for one share upon settlement

Key Terms

Restricted Stock Unit ("RSU") Awards, tax withholding obligations, contingent right

3 terms

Restricted Stock Unit ("RSU") Awards financial

"vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards."

tax withholding obligations financial

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

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 on August 10, 2026?

Giordano Sordoni reported a code F transaction where 13,663 Xos, Inc. (XOS) shares were withheld at $2.70 per share to cover tax withholding obligations from vesting RSU awards.

Was the XOS insider transaction by Giordano Sordoni a market sale or tax withholding?

The transaction was tax withholding, not an open-market sale. 13,663 shares were withheld by Xos to pay tax liabilities triggered by vesting Restricted Stock Unit (RSU) awards.

How many XOS shares does Giordano Sordoni hold after the reported transaction?

After the transaction, Giordano Sordoni directly holds 1,602,828 shares of Xos common stock, which include 412,242 unvested RSUs that each may convert into one share upon settlement.

What price was used for the XOS shares withheld to cover Giordano Sordoni’s taxes?

The issuer used a price of $2.70 per share for the 13,663 shares withheld to satisfy Giordano Sordoni’s tax withholding obligations related to vesting RSU awards.

What are the RSUs referenced in Giordano Sordoni’s XOS Form 4 filing?

The RSUs are Restricted Stock Unit awards, where each RSU represents a contingent right to receive one share of Xos common stock upon settlement; Sordoni holds 412,242 unvested RSUs after the transaction.

Is Giordano Sordoni’s XOS Form 4 transaction classified as a buy or sell?

It is reported as a disposition under code F, specifically shares delivered or withheld to pay tax liability, rather than a discretionary market purchase or sale.

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

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Accepted by SEC EDGAR 08/12/2026 - 05:02 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)
08/10/2026

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	08/10/2026		F		13,663(1)	D	$2.7	1,602,828(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 412,242 unvested RSUs.

	/s/ David M. Zlotchew, Attorney-in-Fact for Giordano Sordoni	08/12/2026
	** 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)