Xos (XOS) director gets 2,401 share grant for Q4 service as audit chair

Rhea-AI Filing Summary

Xos, Inc. director Edward J. Rapp reported a stock-based compensation grant. On 01/10/2026 he acquired 2,401 shares of Xos common stock at a price of $0. These shares were delivered as restricted stock units (RSUs) issued in lieu of his cash retainer for serving as Audit Committee Chair in the fourth quarter of 2025, and the RSUs vested immediately on the grant date.

After this transaction, he beneficially owned 126,178 shares directly, which includes 62,377 unvested RSUs, and an additional 21,172 shares held indirectly by a trust for which he serves as trustee.

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^*

RAPP EDWARD J

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2026

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	01/10/2026		A		2,401(1)	A	$0	126,178(2)	D
Common Stock								21,172	I	By Trust(3)

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 shares reported in this transaction represent RSUs that were issued to the Reporting Person in lieu of the cash retainer for the Reporting Person's service as Audit Committee Chair in the fourth quarter of 2025. The RSUs reported vested immediately on the date of grant.

2. Includes 62,377 unvested RSUs.

3. Shares are held by the Edward Joseph Rapp TTEE U/A DTD 02/07/2005, of which the Reporting Person is trustee.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Edward J. Rapp	01/13/2026
	** 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 insider transaction did XOS director Edward Rapp report?

Edward J. Rapp reported acquiring 2,401 shares of Xos, Inc. common stock on 01/10/2026. The acquisition was coded as an "A" transaction, meaning an award or grant of securities.

Why did XOS issue 2,401 RSUs to director Edward Rapp?

The 2,401 RSUs were issued to Edward J. Rapp in lieu of the cash retainer for his service as Audit Committee Chair in the fourth quarter of 2025.

Did the RSUs granted to the XOS director vest immediately?

Yes. The filing states that the RSUs vested immediately on the date of grant, which was 01/10/2026.

How many XOS shares does Edward Rapp beneficially own after this transaction?

Following the transaction, Edward J. Rapp beneficially owned 126,178 shares directly, including 62,377 unvested RSUs, and 21,172 shares indirectly held by a trust of which he is trustee.

How many XOS shares are held indirectly for Edward Rapp and through what entity?

There are 21,172 Xos common shares held indirectly by a trust identified as the Edward Joseph Rapp TTEE U/A DTD 02/07/2005, where he serves as trustee.

Does this XOS Form 4 indicate a stock sale by the director?

No. The reported Form 4 shows an acquisition (code A) of 2,401 shares at a price of $0 as a stock-based compensation grant, not a sale.