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Xos (XOS) CFO has 3,163 shares withheld to cover RSU tax obligations

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

Rhea-AI Filing Summary

Xos, Inc. Chief Financial Officer Liana Pogosyan reported a routine tax-related share withholding. On the transaction date, 3,163 shares of common stock were withheld by the company at a price of $1.85 per share to cover tax obligations arising from vesting of previously granted Restricted Stock Units (RSUs). After this disposition, she holds 163,752 common shares directly, which includes 112,911 unvested RSUs that may convert into additional shares as they vest.

Positive

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Negative

  • None.
Insider Pogosyan Liana
Role Chief Financial Officer
Type Security Shares Price Value
Tax Withholding Common Stock 3,163 $1.85 $6K
Holdings After Transaction: Common Stock — 163,752 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 112,911 unvested RSUs.
Shares withheld for taxes 3,163 shares Tax-withholding disposition under code F for RSU vesting
Withholding price per share $1.85 per share Value used for tax-withholding on 3,163 shares
Shares held after transaction 163,752 shares Direct common stock holdings after tax-withholding
Unvested RSUs included 112,911 RSUs Unvested Restricted Stock Units included in post-transaction holdings
Restricted Stock Unit ("RSU") Awards financial
"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"
transaction code F regulatory
"transaction_code": "F","transaction_type": "non-derivative""
contingent right to receive one share financial
"Each RSU represents a contingent right to receive one share of common stock upon settlement."
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*
Pogosyan Liana
(Last)(First)(Middle)
C/O XOS, INC.
3550 TYBURN ST., 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/10/2026		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 Stock05/10/2026F3,163(1)D$1.85163,752(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 112,911 unvested RSUs.
Remarks:
/s/ David M. Zlotchew, Attorney-in-Fact for Liana Pogosyan05/12/2026
** 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 CFO Liana Pogosyan?

Xos reported that CFO Liana Pogosyan had 3,163 common shares withheld to cover tax obligations. The shares were withheld in connection with the vesting of previously granted RSU awards rather than through an open-market sale.

Was the Xos (XOS) CFO’s Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by Xos to satisfy tax obligations triggered by vesting of Restricted Stock Units previously awarded to the CFO.

How many Xos (XOS) shares were withheld for taxes in this Form 4?

The filing reports that 3,163 shares of Xos common stock were withheld. These shares covered tax liabilities associated with the vesting of the CFO’s previously reported RSU awards, using a price of $1.85 per share for the withholding.

How many Xos (XOS) shares does the CFO hold after this transaction?

After the tax-withholding transaction, the CFO’s direct holdings total 163,752 Xos common shares. This figure includes 112,911 unvested RSUs, which represent potential future shares that will be delivered as the units vest over time.

What are RSUs as referenced in the Xos (XOS) Form 4 filing?

RSUs, or Restricted Stock Units, are share-based awards granting a contingent right to receive stock. In this filing, each RSU represents one share of Xos common stock deliverable upon settlement when vesting conditions are met by the CFO.

What transaction code appears in the Xos (XOS) CFO’s Form 4 and what does it mean?

The Form 4 uses transaction code F, indicating a tax-withholding disposition. This code means shares were surrendered or withheld by the issuer to pay taxes or exercise costs, rather than being bought or sold on the open market.