Emerald Green Trust trims Xos (XOS) stake below 10% with 400,000-share sale

Rhea-AI Filing Summary

Emerald Green Trust, a major shareholder of Xos, Inc., reported open-market sales totaling 400,000 shares of common stock over June 3–4, 2026. Reported sale prices ranged from about $4.52 to $6.52, with weighted average prices of $6.4602, $5.9697, $5.7794, and $5.0296 for the individual trades. Following these transactions, the trust held 1,241,269 shares of Xos common stock. A footnote states the sales were executed under a pre-arranged Rule 10b5-1 trading plan established on November 21, 2025, and that after the June 4 trades the trust ceased to be a beneficial owner of 10% or more of Xos’s outstanding common stock, so it is no longer subject to Section 16 reporting.

Insights

Insider trading and governance analyst

Large Xos holder sells 400,000 shares under a pre-set 10b5-1 plan and drops below 10% ownership while retaining a sizable stake.

The filing shows Emerald Green Trust executed four open-market sales of Xos common stock totaling 400,000 shares at prices between $4.52 and $6.52. These were all coded as “S” transactions, indicating straightforward sales rather than option exercises or other complex events.

A footnote explains the trades were carried out under a Rule 10b5-1 trading plan adopted on November 21, 2025, meaning the timing was pre-arranged. After the sales, the trust still holds 1,241,269 shares, but another footnote states it is no longer a beneficial owner of at least 10% of Xos’s common stock, so future Section 16 filings by this holder will no longer be required.

Insider Trade Summary

Net Seller: 400,000 shares ($2,195,007)

Net Sell 4 txns

Insider Emerald Green Trust

Role null

Sold 400,000 shs ($2.20M)

Type	Security	Shares	Price	Value
Sale	Common Stock	200,000	$5.0296	$1.01M
Sale	Common Stock	80,040	$5.7794	$463K
Sale	Common Stock	98,800	$5.9697	$590K
Sale	Common Stock	21,160	$6.4602	$137K

Holdings After Transaction: Common Stock — 1,241,269 shares (Direct, null)

Footnotes (1)

1. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on November 21, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $5.445 to $6.43. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Represents weighted average sales price. The shares were sold at prices ranging from $6.45 to $6.52. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Represents weighted average sales price. The shares were sold at prices ranging from $4.52 to $5.43. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Following the reporting person's transactions on June 4, 2026, the reporting person ceased to be a beneficial owner of 10% or more of the Issuer's outstanding common stock. Accordingly, this Form 4 marks the reporting person no longer being subject to Section 16. Represents weighted average sales price. The shares were sold at prices ranging from $5.61 to $6.19. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

Key Figures

Total shares sold: 400,000 shares Post-transaction holdings: 1,241,269 shares Sale price June 3 (trade 1): $6.4602 per share +4 more

7 metrics

Total shares sold 400,000 shares Aggregate open-market sales on June 3–4, 2026

Post-transaction holdings 1,241,269 shares Common stock held after June 4, 2026 sale

Sale price June 3 (trade 1) $6.4602 per share Weighted average sale price for 21,160 shares

Sale price June 3 (trade 2) $5.9697 per share Weighted average sale price for 98,800 shares

Sale price June 4 (trade 1) $5.7794 per share Weighted average sale price for 80,040 shares

Sale price June 4 (trade 2) $5.0296 per share Weighted average sale price for 200,000 shares

Price range (selected sales) $4.52–$6.52 Footnote price ranges for reported weighted average sales

Key Terms

Rule 10b5-1 trading plan, beneficial owner, Section 16, weighted average sales price

4 terms

Rule 10b5-1 trading plan regulatory

"The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

beneficial owner financial

"the reporting person ceased to be a beneficial owner of 10% or more of the Issuer's outstanding common stock"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Section 16 regulatory

"Accordingly, this Form 4 marks the reporting person no longer being subject to Section 16."

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

weighted average sales price financial

"Represents weighted average sales price. The shares were sold at prices ranging from..."

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

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

X

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^*

Emerald Green Trust

(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)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026

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	06/03/2026		S		98,800(1)	D	$5.9697(2)	1,462,429	D
Common Stock	06/03/2026		S		21,160(1)	D	$6.4602(3)	1,441,269	D
Common Stock	06/04/2026		S		200,000(1)	D	$5.0296(4)	1,241,269(5)	D
Common Stock	06/04/2026		S		80,040(1)	D	$5.7794(6)	1,161,229(5)	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. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on November 21, 2025.

2. Represents weighted average sales price. The shares were sold at prices ranging from $5.445 to $6.43. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. Represents weighted average sales price. The shares were sold at prices ranging from $6.45 to $6.52. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. Represents weighted average sales price. The shares were sold at prices ranging from $4.52 to $5.43. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. Following the reporting person's transactions on June 4, 2026, the reporting person ceased to be a beneficial owner of 10% or more of the Issuer's outstanding common stock. Accordingly, this Form 4 marks the reporting person no longer being subject to Section 16.

6. Represents weighted average sales price. The shares were sold at prices ranging from $5.61 to $6.19. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Sarah Bardo, Trustee for Emerald Green Trust	06/05/2026
	** 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)

FAQ

How many Xos (XOS) shares did Emerald Green Trust sell in this Form 4?

Emerald Green Trust sold 400,000 Xos common shares across four open-market transactions on June 3–4, 2026. Individual trades covered 21,160, 98,800, 80,040, and 200,000 shares, with each sale reported at a specific weighted average price per share.

What prices did Emerald Green Trust receive for the Xos (XOS) shares sold?

The reported weighted average sale prices ranged from about $5.03 to $6.46. Footnotes state actual sale prices for these trades occurred within ranges of $4.52–$6.52, and the reporting person will provide detailed price breakdowns upon request to regulators or shareholders.

How many Xos (XOS) shares does Emerald Green Trust hold after these sales?

Following the reported transactions, Emerald Green Trust holds 1,241,269 Xos shares. This figure comes from the June 4, 2026 transaction line showing total shares following that sale, and represents the remaining direct ownership position reported in this filing.

Were Emerald Green Trust’s Xos (XOS) share sales made under a Rule 10b5-1 plan?

Yes, the sales were made under a Rule 10b5-1 trading plan. A footnote explains the plan was established on November 21, 2025, indicating the trades were pre-arranged rather than timed discretionarily, which can change how investors view the significance of the sales’ timing.

Does Emerald Green Trust remain a 10% beneficial owner of Xos (XOS) after these trades?

No, the trust is no longer a 10% beneficial owner after June 4, 2026. A footnote states that following the reported transactions, it ceased to beneficially own 10% or more of Xos’s outstanding common stock and is no longer subject to Section 16 reporting requirements.

What type of insider transactions are reported in this Xos (XOS) Form 4?

The Form 4 reports open-market sales of common stock. All four entries are coded “S” for sale and classified as non-derivative transactions, meaning they involve direct common stock holdings rather than options, warrants, or other derivative securities.