Tax withholding uses 3,787 Xos (XOS) shares from COO RSU vesting

Rhea-AI Filing Summary

Xos, Inc. Chief Operating Officer and director Giordano Sordoni reported a tax-withholding share disposition related to equity compensation. On February 10, 2026, 3,787 shares of common stock were withheld at $2.23 per share to cover taxes on vesting restricted stock units.

After this transaction, Sordoni directly beneficially owned 1,735,898 shares of Xos common stock, including 771,078 unvested RSUs. This filing reflects an administrative tax-settlement event rather than an open-market purchase or sale.

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^*

Sordoni Giordano

(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 Operating 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		3,787(1)	D	$2.23	1,735,898(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 771,078 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Giordano Sordoni	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.
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.

FAQ

What did Xos (XOS) COO Giordano Sordoni report in this Form 4?

Giordano Sordoni reported shares withheld for taxes tied to vesting restricted stock units. On February 10, 2026, 3,787 Xos common shares were withheld at $2.23 each to satisfy tax obligations, an administrative equity-compensation event rather than an open-market trade.

How many Xos (XOS) shares were involved in the COO’s tax-withholding transaction?

A total of 3,787 Xos common shares were withheld to cover taxes on vesting RSU awards. The shares were valued at $2.23 per share, reflecting payment of tax liability by delivering securities instead of cash to the issuer.

How many Xos (XOS) shares does the COO own after this Form 4 transaction?

After the transaction, the COO beneficially owned 1,735,898 shares of Xos common stock. This figure includes 771,078 unvested restricted stock units, each representing a contingent right to receive one share upon settlement, all held as direct ownership.

Is the Xos (XOS) COO’s Form 4 a stock sale on the open market?

No, the filing reflects a tax-withholding disposition, not an open-market sale. The 3,787 shares were withheld by Xos to satisfy tax obligations from vesting RSUs, classified under code F for payment of tax liability by delivering securities.

What role do restricted stock units (RSUs) play in this Xos (XOS) Form 4?

The transaction stems from vesting RSU awards held by the COO. Shares were withheld to pay taxes triggered by vesting, and the COO’s remaining holdings include 771,078 unvested RSUs, each convertible into one share of Xos common stock upon settlement.