Xos CFO reports tax-withholding of 3,163 shares

Xos, Inc. Chief Financial Officer Liana Pogosyan reported a routine tax-related share withholding.

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.

Insider Trade Summary

Exercise Price or Tax Liability: 3,163 shares

Exercise Price or Tax Liability 1 txn

Insider Pogosyan Liana

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	3,163	$1.85	$6K

Holdings After Transaction: Common Stock — 163,752 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Includes 112,911 unvested RSUs.

Key Figures

Shares withheld for taxes: 3,163 shares Withholding price per share: $1.85 per share Shares held after transaction: 163,752 shares +1 more

4 metrics

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

Key Terms

Restricted Stock Unit ("RSU") Awards, tax withholding obligations, transaction code F, contingent right to receive one share

4 terms

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."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 08:33 PM EDT Learn about SEC filing dates

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^*

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)

	Director		10% Owner
X	Officer (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)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/10/2026		F		3,163(1)	D	$1.85	163,752(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 Pogosyan	05/12/2026
	** 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)