Xos (XOS) CFO has shares withheld for RSU tax obligations

Rhea-AI Filing Summary

Xos, Inc. Chief Financial Officer Liana Pogosyan reported a routine tax-related share disposition. On the vesting of previously granted RSU awards, the company withheld 28,124 shares of common stock at $2.06 per share to cover tax obligations. After this withholding, Pogosyan holds 170,078 shares directly, including 124,855 unvested RSUs, indicating she retains a substantial equity stake in the company.

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^*

Pogosyan Liana

(Last) (First) (Middle)

C/O XOS, INC.

3550 TYBURN ST., 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		F		28,124(1)	D	$2.06	170,078(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 124,855 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Liana Pogosyan	03/12/2026
	** 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 insider transaction did Xos (XOS) CFO Liana Pogosyan report?

Xos CFO Liana Pogosyan reported a tax-related share disposition, where 28,124 shares of common stock were withheld. The withholding covered tax obligations tied to vesting of previously granted RSU awards rather than an open-market sale.

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

No, the transaction was not an open-market sale. The 28,124 shares were withheld by Xos to satisfy tax withholding requirements on vesting RSU awards, a standard non-cash mechanism rather than a discretionary stock sale.

How many Xos (XOS) shares does the CFO hold after the reported transaction?

After the tax-withholding disposition, Xos CFO Liana Pogosyan holds 170,078 shares of common stock directly. This figure reflects her remaining equity position following the RSU-related withholding disclosed in the Form 4 filing.

What RSU position does the Xos (XOS) CFO retain following this Form 4?

Following the reported transaction, the CFO’s holdings include 124,855 unvested RSUs. Each RSU represents a contingent right to receive one share of Xos common stock upon settlement, indicating meaningful additional potential equity exposure.

Why were 28,124 Xos (XOS) shares withheld from the CFO?

The 28,124 shares were withheld by Xos to satisfy tax withholding obligations linked to the vesting of previously reported RSU awards. This is a common administrative method to cover taxes without requiring a separate cash payment.