Xos (XOS) CEO Dakota Semler Has 5,107 Shares Withheld for Taxes

Rhea-AI Filing Summary

Xos, Inc. Chief Executive Officer and director Dakota Semler reported a routine equity compensation-related transaction. On 12/10/2025, the company withheld 5,107 shares of common stock to satisfy tax withholding obligations tied to the vesting of previously reported Restricted Stock Unit (RSU) awards, at a reported price of $2.3 per share. Following this transaction, Semler beneficially owned 1,084,550 shares of common stock, which the filing notes includes 798,709 unvested RSUs, each representing a contingent right to receive one share 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)
12/10/2025

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	12/10/2025		F		5,107(1)	D	$2.3	1,084,550(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 798,709 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Dakota Semler	12/11/2025
	** 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?

The CEO and director of Xos, Inc. (XOS), Dakota Semler, reported that on 12/10/2025 the company withheld 5,107 shares of common stock to cover tax withholding obligations related to the vesting of his previously reported RSU awards.

How many XOS shares were involved in Dakota Semler's tax withholding transaction?

The transaction involved 5,107 shares of Xos, Inc. common stock, which were withheld by the issuer to satisfy Semler's tax withholding obligations upon RSU vesting at a reported price of $2.3 per share.

How many XOS shares does Dakota Semler beneficially own after this transaction?

After the reported transaction, Dakota Semler beneficially owned 1,084,550 shares of Xos, Inc. common stock, as stated in the filing.

How many unvested RSUs are included in Dakota Semler's XOS beneficial ownership?

The filing notes that Semler's beneficial ownership figure includes 798,709 unvested RSUs, each RSU representing a contingent right to receive one share of Xos common stock upon settlement.

What are RSUs as described in the XOS insider filing?

The filing explains that each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Xos, Inc. common stock upon settlement, typically following vesting conditions.

Was the XOS CEO's transaction an open-market sale?

No. The filing explains that the 5,107 shares represent shares withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of previously reported RSU awards, rather than an open-market sale initiated by the CEO.