Xos CEO has shares withheld for RSU taxes

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. The company withheld 14,538 shares of common stock at $1.85 per share to cover tax obligations tied to the vesting of previously granted Restricted Stock Units (RSUs), rather than an open-market sale. After this withholding, Semler directly holds 877,061 common shares, including 499,430 unvested RSUs that may convert into additional shares as they vest.

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	$1.85	$27K

Holdings After Transaction: Common Stock — 877,061 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 499,430 unvested RSUs.

Key Figures

Tax-withheld shares: 14,538 shares Withholding price: $1.85 per share Shares held after transaction: 877,061 shares +1 more

4 metrics

Tax-withheld shares 14,538 shares Shares withheld to satisfy RSU-related tax obligations

Withholding price $1.85 per share Value used for RSU tax-withholding disposition

Shares held after transaction 877,061 shares Direct common stock holdings following the Form 4 transaction

Unvested RSUs 499,430 units Unvested Restricted Stock Units held by Dakota Semler

Key Terms

Restricted Stock Unit ("RSU"), tax withholding obligations, Form 4, unvested RSUs

4 terms

Restricted Stock Unit ("RSU") financial

"previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right"

tax withholding obligations financial

"shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting"

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

unvested RSUs financial

"Includes 499,430 unvested RSUs."

FAQ

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

What insider transaction did Xos (XOS) CEO Dakota Semler report?

Dakota Semler reported a tax-withholding disposition of 14,538 Xos common shares. The shares were withheld by the company to satisfy tax obligations from vesting RSU awards, not sold on the open market.

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

No, the transaction was not an open-market sale. Xos withheld 14,538 shares to cover Dakota Semler’s tax obligations from RSU vesting, a routine administrative event rather than a discretionary sale for cash in the market.

How many Xos (XOS) shares does Dakota Semler hold after this Form 4?

After the tax-withholding transaction, Dakota Semler directly holds 877,061 Xos common shares. This total includes a significant equity position and reflects his remaining ownership after 14,538 shares were withheld to satisfy RSU-related tax obligations.

What do the unvested RSUs reported for Xos (XOS) CEO represent?

The filing notes 499,430 unvested RSUs for Dakota Semler. Each RSU is a contingent right to receive one Xos common share upon settlement, meaning these units can convert into additional shares as vesting and settlement conditions are satisfied over time.

Why did Xos (XOS) withhold shares from the CEO’s RSU vesting event?

Xos withheld 14,538 shares to satisfy tax withholding obligations from Dakota Semler’s RSU vesting. Instead of paying cash for taxes, a portion of vested shares was retained by the company, a common mechanism for handling equity award tax liabilities.

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

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Accepted by SEC EDGAR 05/12/2026 - 08:34 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)
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		14,538(1)	D	$1.85	877,061(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 499,430 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Dakota Semler	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)