Xos CEO reports tax withholding of 14,538 shares

Xos, Inc. Chief Executive Officer Dakota Semler reported a routine tax-related share disposition.

Rhea-AI Filing Summary

Xos, Inc. Chief Executive Officer Dakota Semler reported a routine tax-related share disposition. On this Form 4, 14,538 shares of common stock were withheld by the company at $3.66 per share to cover tax obligations tied to previously granted Restricted Stock Unit (RSU) awards.

These shares were not sold in the open market, but retained by the issuer to satisfy withholding requirements when RSUs vested. After this transaction, Semler directly holds 832,523 shares of common stock, and the position also includes 471,975 unvested RSUs that may settle into additional shares over time.

Insider Trade Summary

Exercise Price or Tax Liability: 14,538 shares

Exercise Price or Tax Liability 1 txn

Insider Semler Dakota

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	14,538	$3.66	$53K

Holdings After Transaction: Common Stock — 832,523 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 471,975 unvested RSUs.

Key Figures

Tax-withholding shares: 14,538 shares Withholding price: $3.66 per share Post-transaction holdings: 832,523 shares +1 more

4 metrics

Tax-withholding shares 14,538 shares Withheld on tax-withholding disposition of common stock

Withholding price $3.66 per share Price used for 14,538 withheld shares

Post-transaction holdings 832,523 shares Common stock held directly after transaction

Unvested RSUs 471,975 RSUs Unvested Restricted Stock Units remaining

Key Terms

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

3 terms

Restricted Stock Unit ("RSU") Awards financial

"in connection with the 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"

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 did XOS CEO Dakota Semler report in the latest Form 4?

Dakota Semler reported a tax-withholding disposition of 14,538 Xos, Inc. shares. The issuer withheld these shares at $3.66 each to cover tax obligations arising from the vesting of previously granted RSU awards, not from an open-market stock sale.

Were XOS shares sold on the market in this Form 4 filing?

No, the Form 4 shows no open-market sale of XOS shares. Instead, 14,538 shares were withheld by Xos, Inc. to satisfy Semler’s tax obligations triggered by vesting RSUs, a common administrative step in equity compensation programs.

How many XOS shares does Dakota Semler hold after this transaction?

Following the tax-withholding transaction, Dakota Semler directly holds 832,523 shares of Xos, Inc. common stock. In addition, the disclosure notes 471,975 unvested RSUs, which represent potential future shares once vesting and settlement conditions are met.

What are RSUs mentioned in the XOS Form 4 filing?

RSUs, or Restricted Stock Units, are promises to deliver shares in the future once vesting conditions are met. In this case, each RSU equals one Xos, Inc. share upon settlement, and 471,975 RSUs remain unvested for CEO Dakota Semler after the reported transaction.

Does this XOS Form 4 indicate a change in insider confidence?

The filing reflects a tax-withholding disposition, not a discretionary sale, so it provides limited insight into insider sentiment. Shares were withheld to cover tax obligations from RSU vesting, a routine mechanism in stock-based compensation rather than an open-market trading decision.

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

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Accepted by SEC EDGAR 06/12/2026 - 04:22 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^*

Semler Dakota

(Last) (First) (Middle)

C/O XOS, INC.

3550 TYBURN STREET, 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

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	06/10/2026		F		14,538(1)	D	$3.66	832,523(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 471,975 unvested RSUs.

	/s/ David M. Zlotchew, Attorney-in-Fact for Dakota Semler	06/12/2026
	** 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)