[Form 4] Xos, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Key takeaways from XOS Form 4 filing (dated 14-Jul-2025)

Director Michael Paul Richardson reported the grant of 62,377 Restricted Stock Units (RSUs) on 10-Jul-2025 (transaction code “A”, price $0). Each RSU converts into one common share upon settlement. Vesting occurs on the earlier of (i) the first anniversary of the grant date or (ii) the day before the company’s 2026 annual meeting, subject to Mr. Richardson’s continued service.

After this equity award, the director beneficially owns 95,872 common shares, of which 62,377 are unvested RSUs. No derivative securities were reported, and there were no dispositions or open-market purchases. The filing represents routine director compensation rather than a discretionary share purchase.

Insights

Securities Analyst

TL;DR (25 words): Routine RSU grant of 62,377 shares to XOS director; aligns incentives, minimal dilution risk—overall neutral for valuation and governance.

The Form 4 shows a standard, no-cost equity award, not an open-market buy. While insider “purchases” typically send bullish signals, RSUs are compensation driven and vest over time, so the market impact is limited. The director’s post-grant holding of 95,872 shares modestly increases insider ownership, supporting alignment with shareholders. Dilution from 62 k shares is immaterial relative to XOS’s public float. No red flags or strategic implications are evident; therefore, I view the disclosure as neutral in investment significance.

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^*

Richardson Michael Paul

(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)
07/10/2025

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	07/10/2025		A		62,377(1)	A	$0	95,872(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. The shares reported in this transaction represent Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock upon settlement. The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day before the Company's 2026 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date

2. Includes 62,377 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Michael Richardson	07/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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