Was the Xos (XOS) CEO’s 14,538-share transaction an open-market sale?

No, the 14,538-share transaction was not an open-market sale. The shares were withheld by Xos to cover Dakota Semler’s tax obligations on vesting RSUs, a common administrative step for equity compensation rather than a discretionary share sale.

Xos, Inc. (XOS) CEO has 14,538 shares withheld to cover RSU taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Xos, Inc. Chief Executive Officer Dakota Semler reported a routine tax-related share withholding linked to equity compensation. The company withheld 14,538 shares of common stock at $1.77 per share to cover Semler’s tax obligations from vesting Restricted Stock Unit (RSU) awards.

After this non-market transaction, Semler directly holds 891,599 common shares and also has 526,885 unvested RSUs, which represent additional potential future shares as they vest and settle.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Semler Dakota

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	14,538	$1.77	$26K

Holdings After Transaction: Common Stock — 891,599 shares (Direct)

Footnotes (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. Includes 526,885 unvested RSUs.

Key Figures

Shares withheld for taxes: 14,538 shares Withholding price per share: $1.77 per share Shares held after transaction: 891,599 shares +1 more

4 metrics

Shares withheld for taxes 14,538 shares Withheld to satisfy tax obligations on RSU vesting

Withholding price per share $1.77 per share Value used for tax-withholding disposition

Shares held after transaction 891,599 shares Direct Xos common stock holdings after withholding

Unvested RSUs 526,885 RSUs Unvested Restricted Stock Units still outstanding

Key Terms

Restricted Stock Unit, RSU, tax withholding obligations, unvested RSUs

4 terms

Restricted Stock Unit financial

"previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

RSU financial

"Each RSU represents a contingent right to receive one share"

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

tax withholding obligations financial

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

unvested RSUs financial

"Includes 526,885 unvested RSUs."

Form 4 Insider Transactions: What Each Field Means →

04/14/2026 - 06:03 PM

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^*

Semler Dakota

(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 Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/10/2026		F		14,538⁽¹⁾	D	$1.77	891,599⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 526,885 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Dakota Semler	04/14/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Xos (XOS) CEO Dakota Semler report in this Form 4 filing?

Dakota Semler reported a tax-withholding disposition of 14,538 Xos common shares. These shares were withheld by the company to satisfy taxes triggered by vesting Restricted Stock Unit (RSU) awards, rather than being sold in open-market transactions.

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

After the tax withholding, Dakota Semler directly holds 891,599 Xos common shares. This figure reflects his position following the 14,538 shares withheld for taxes related to the vesting of previously reported RSU awards.

What are RSUs mentioned in the Xos (XOS) CEO’s Form 4 filing?

RSUs, or Restricted Stock Units, are share-based awards that vest over time. Each vested RSU converts into one share of Xos common stock upon settlement. The filing notes Semler’s transaction stemmed from vesting RSU awards, triggering tax-withholding shares.

How many unvested RSUs does the Xos (XOS) CEO still have?

The Xos CEO still holds 526,885 unvested RSUs. These unvested RSUs represent potential future Xos common shares that will be delivered if and when the units vest and settle according to their award terms.

What does a tax-withholding disposition mean for Xos (XOS) shareholders?

A tax-withholding disposition means the company retains shares to pay taxes on equity awards. For Xos, 14,538 shares were withheld from Dakota Semler’s vesting RSUs, a routine compensation mechanism rather than a market trade that might signal a change in sentiment.