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Xos (XOS) COO covers RSU tax with 9,636-share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Xos, Inc. director and Chief Operating Officer Giordano Sordoni reported a tax-related share disposition tied to vested equity awards. The company withheld 9,636 shares of common stock at $3.66 per share to cover tax obligations from vesting Restricted Stock Unit (RSU) awards, rather than an open-market sale. After this withholding, Sordoni directly owns 1,626,407 shares of Xos common stock, which includes 465,944 unvested RSUs that may convert into additional shares as they vest.

Positive

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Negative

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Insider Sordoni Giordano
Role Chief Operating Officer
Type Security Shares Price Value
Tax Withholding Common Stock 9,636 $3.66 $35K
Holdings After Transaction: Common Stock — 1,626,407 shares (Direct, null)
Footnotes (1)
  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 465,944 unvested RSUs.
Shares withheld for taxes 9,636 shares Common stock withheld to satisfy RSU tax obligations
Withholding price per share $3.66 per share Value used for tax-withholding share disposition
Shares held after transaction 1,626,407 shares Direct Xos common stock ownership following withholding
Unvested RSUs 465,944 RSUs Unvested Restricted Stock Units held by Sordoni
Restricted Stock Unit ("RSU") Awards financial
"the 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 with the vesting"
unvested RSUs financial
"Includes 465,944 unvested RSUs."
contingent right financial
"Each RSU represents a contingent right to receive one share of common stock upon settlement."
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Form 4 Insider Transactions: What Each Field Means →
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
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026		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 Stock06/10/2026F9,636(1)D$3.661,626,407(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 465,944 unvested RSUs.
/s/ David M. Zlotchew, Attorney-in-Fact for Giordano Sordoni06/12/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Xos (XOS) report for Giordano Sordoni?

Xos reported that COO and director Giordano Sordoni had 9,636 common shares withheld to cover tax obligations from vesting RSU awards. This was a tax-withholding disposition, not an open-market purchase or sale, and relates to his existing equity compensation.

How many Xos (XOS) shares were involved in the latest Form 4 filing?

The filing shows 9,636 Xos common shares were withheld at $3.66 per share. These shares satisfied tax withholding obligations from vested RSU awards, rather than being bought or sold on the open market, and adjusted Sordoni’s net share position slightly.

How many Xos (XOS) shares does Giordano Sordoni hold after this transaction?

After the tax-withholding disposition, Giordano Sordoni directly holds 1,626,407 Xos common shares. This total includes equity from prior awards and is alongside 465,944 unvested RSUs that could convert into additional shares as vesting conditions are met over time.

What are the RSUs mentioned in the Xos (XOS) Form 4 for Giordano Sordoni?

The Form 4 notes Sordoni’s previously reported Restricted Stock Unit (RSU) awards, where each RSU converts into one Xos common share upon settlement. It also specifies that his holdings include 465,944 unvested RSUs, which remain subject to future vesting requirements.

Was the Xos (XOS) insider transaction an open-market sale by the COO?

No, the transaction was not an open-market sale. The 9,636 Xos shares were withheld by the issuer to satisfy Sordoni’s tax withholding obligations tied to vesting RSU awards, making it a compensation-related adjustment rather than a discretionary trade in the public market.