Xos (XOS) CEO Dakota Semler reports tax withholding of 5,629 shares

Rhea-AI Filing Summary

Xos, Inc. Chief Executive Officer Dakota Semler reported a tax-related share withholding transaction. On 02/10/2026, 5,629 shares of common stock were disposed of at $2.23 per share to satisfy tax withholding obligations tied to previously reported restricted stock unit (RSU) awards.

After this withholding, Semler directly beneficially owned 1,025,301 shares of Xos common stock, which includes 779,386 unvested RSUs. Each RSU represents a contingent right to receive one share of common stock upon settlement.

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^*

Semler Dakota

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		F		5,629(1)	D	$2.23	1,025,301(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 779,386 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Dakota Semler	02/12/2026
	** 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.
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FAQ

What insider transaction did XOS CEO Dakota Semler report on February 10, 2026?

Dakota Semler reported a tax-related share withholding on 02/10/2026. 5,629 Xos, Inc. (XOS) common shares were disposed of at $2.23 per share to cover tax withholding obligations arising from the vesting of previously granted RSU awards.

Was the February 2026 XOS Form 4 transaction an open-market sale by the CEO?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. The 5,629 shares were withheld by Xos, Inc. to satisfy tax obligations associated with vesting RSU awards granted to CEO Dakota Semler.

How many XOS shares did Dakota Semler own after the reported Form 4 transaction?

After the transaction, Dakota Semler beneficially owned 1,025,301 shares of Xos common stock directly. This total includes 779,386 unvested RSUs, each representing a contingent right to receive one share upon settlement, as disclosed in the filing.

What are the restricted stock units (RSUs) mentioned in the XOS Form 4 filing?

The filing notes that RSUs are awards where each RSU equals one Xos common share upon settlement. It states Semler’s holdings include 779,386 unvested RSUs, which will convert into shares if and when vesting and settlement conditions are met.

What does transaction code "F" mean in the XOS Form 4 for Dakota Semler?

Transaction code "F" indicates payment of an exercise price or tax liability by delivering securities. In this case, 5,629 shares of Xos common stock were withheld to satisfy Semler’s tax withholding obligations tied to RSU vesting.

Is Dakota Semler both a director and officer of Xos, Inc. according to this Form 4?

Yes, the Form 4 identifies Dakota Semler as both a director and an officer of Xos, Inc., serving as Chief Executive Officer. The filing reflects his direct beneficial ownership and the tax-related share withholding transaction on February 10, 2026.