Xos (XOS) CEO RSU vesting leads to 119K-share tax withholding

Rhea-AI Filing Summary

Xos, Inc. Chief Executive Officer Dakota Semler had 119,164 shares of common stock withheld at $2.06 per share to satisfy tax withholding obligations tied to vesting restricted stock unit (RSU) awards.

After this non-market tax-withholding disposition, Semler directly holds 906,137 shares, which the filing notes include 554,339 unvested RSUs.

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

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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)
03/10/2026

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	03/10/2026		F		119,164(1)	D	$2.06	906,137(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 554,339 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Dakota Semler	03/12/2026
	** 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.

FAQ

What does Dakota Semler’s Form 4 filing for XOS report?

The Form 4 reports a tax-withholding share disposition. Xos CEO Dakota Semler had 119,164 shares of common stock withheld to cover tax obligations arising from the vesting of previously reported RSU awards, rather than executing an open-market stock sale.

How many Xos (XOS) shares were withheld for taxes and at what price?

119,164 Xos shares were withheld at $2.06 per share. The transaction reflects shares delivered back to the company to satisfy tax withholding obligations associated with vesting restricted stock units, not a discretionary market trade.

How many Xos (XOS) shares does Dakota Semler hold after this transaction?

After the transaction, Semler directly holds 906,137 Xos shares. The filing also notes that this figure includes 554,339 unvested restricted stock units, which represent contingent rights to receive common stock upon settlement.

Are the withheld Xos (XOS) shares an open-market stock sale by Dakota Semler?

No, the withheld shares are not an open-market sale. The filing explains that 119,164 shares were withheld by Xos to satisfy tax obligations from vesting RSU awards, a routine administrative disposition rather than a voluntary buy or sell decision.

What are RSUs in the context of Dakota Semler’s Xos (XOS) holdings?

RSUs are restricted stock units that convert into shares upon settlement. Each RSU represents a contingent right to receive one Xos common share. The filing states that Semler’s reported holdings include 554,339 unvested RSUs.