STOCK TITAN

Xos, Inc. (XOS) trust sells 400,000 shares, falls below 10% owner threshold

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Emerald Green Trust, previously a 10% owner of Xos, Inc., reported open-market sales totaling 400,000 shares of common stock on June 3–4, 2026 at weighted-average prices in the mid-$5 to mid-$6 range, pursuant to a Rule 10b5-1 trading plan established on November 21, 2025.

After these transactions, Emerald Green Trust directly holds 1,161,229 shares of Xos common stock, and the disclosure states that following the June 4, 2026 trades it ceased to be a beneficial owner of 10% or more of the outstanding common stock and is no longer subject to Section 16 reporting.

Positive

  • None.

Negative

  • None.

Insights

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 Emerald Green Trust
Role 10% Owner
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 — 1,161,229 shares (Direct)
Footnotes (6)
  1. F1. 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. F2. 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. F3. 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. F4. 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. F5. 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. F6. 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.
Shares sold 2026-06-04 (block 1) 200,000 shares at $5.0296 per share Open-market or private sale of common stock on June 4, 2026
Shares sold 2026-06-04 (block 2) 80,040 shares at $5.7794 per share Open-market or private sale of common stock on June 4, 2026
Shares sold 2026-06-03 (block 1) 98,800 shares at $5.9697 per share Open-market or private sale of common stock on June 3, 2026
Shares sold 2026-06-03 (block 2) 21,160 shares at $6.4602 per share Open-market or private sale of common stock on June 3, 2026
Total shares sold 400,000 shares Aggregate number of Xos common shares sold across four transactions
Post-transaction holdings 1,161,229 shares Direct holdings of Xos common stock by Emerald Green Trust after reported sales
Rule 10b5-1 plan date November 21, 2025 Date the Rule 10b5-1 trading plan governing the reported sales was established
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 regulatory
"the reporting person ceased to be a beneficial owner of 10% or more"
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
"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"

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

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FAQ

What insider activity did Emerald Green Trust report in XOS stock?

Emerald Green Trust reported selling 400,000 shares of Xos common stock on June 3–4, 2026 in open-market transactions, at weighted-average prices in the mid-$5 to mid-$6 range, under a Rule 10b5-1 trading plan established on November 21, 2025.

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

Following the reported transactions, Emerald Green Trust directly holds 1,161,229 shares of Xos common stock. This post-transaction balance reflects its remaining position after selling a total of 400,000 shares across four trades on June 3 and June 4, 2026.

At what prices did Emerald Green Trust sell its XOS shares?

The reported sales occurred at weighted-average prices around mid-$5 to mid-$6 per share. Footnotes state the individual sale prices ranged between $4.52 and $6.52, with detailed per-price breakdowns available upon request from the reporting person.

Was the Emerald Green Trust sale of XOS shares under a Rule 10b5-1 plan?

Yes. A footnote states the sales were effected under a Rule 10b5-1 trading plan established by Emerald Green Trust on November 21, 2025, indicating the transactions followed a pre-arranged plan rather than discretionary timing decisions.

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

No. The disclosure states that after the June 4, 2026 transactions, Emerald Green Trust ceased to be a beneficial owner of 10% or more of Xos’s outstanding common stock and therefore is no longer subject to Section 16 reporting requirements.

How many individual transactions did Emerald Green Trust report for XOS?

Emerald Green Trust reported four separate sales of Xos common stock: two on June 3, 2026 and two on June 4, 2026, collectively totaling 400,000 shares sold in open-market or private transactions.
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
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)
DirectorX10% 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)
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 Stock06/03/2026S98,800(1)D$5.9697(2)1,462,429D
Common Stock06/03/2026S21,160(1)D$6.4602(3)1,441,269D
Common Stock06/04/2026S200,000(1)D$5.0296(4)1,241,269(5)D
Common Stock06/04/2026S80,040(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Trust06/05/2026
** 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)