Xos (XOS) COO reports 10.4% stake after major share issuance

Rhea-AI Filing Summary

Giordano Sordoni filed Amendment No. 3 updating his beneficial ownership of Xos, Inc. common stock. He reports beneficial ownership of 1,216,251 shares, including 251,431 shares issuable under restricted stock units that will vest within 60 days of March 5, 2026, representing 10.4% of the class based on 11,744,965 shares.

The filing explains that Xos issued 1,803,262 shares to pay approximately $6.0 million of accrued interest on a convertible promissory note, increasing shares outstanding by over 20% and reducing Sordoni’s ownership percentage. It also describes his 646,158 RSU award and ongoing vesting and tax-withholding share reductions.

Positive

• None.

Negative

• Xos issued 1,803,262 shares to pay approximately $6.0 million of accrued interest on a convertible promissory note, increasing shares outstanding by over 20% and diluting existing shareholders, which reduced Giordano Sordoni’s ownership percentage despite his substantial absolute holdings.

Insights

Equity ownership and capital structure analyst

Xos paid $6.0M interest with stock, diluting holders and lowering an insider’s stake.

The amendment shows Giordano Sordoni now beneficially owns 1,216,251 Xos common shares, or 10.4% of the class, including 251,431 shares from RSUs vesting within 60 days of March 5, 2026. The ownership percentage is calculated against 11,744,965 shares outstanding.

A key development is Xos issuing 1,803,262 "Interest Shares" to satisfy about $6.0 million of accrued interest on a convertible promissory note. This issuance increased the share count by over 20%, diluting existing holders and proportionally reducing Sordoni’s stake, even though his absolute share count remains significant.

The filing also describes a 646,158 RSU grant on September 10, 2025 under the 2021 Equity Incentive Plan, vesting roughly one-third on March 10, 2026 and the remainder in 24 monthly installments. Recent tax-withholding dispositions of 3,778 and 3,787 shares reflect routine settlement of vesting events rather than discretionary market sales.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Xos, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

Giordano Sordoni
Xos, Inc., 3550 Tyburn Street
Los Angeles, CA, 90065
818-316-1890

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/25/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Giordano Sordoni

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,216,251.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,216,251.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,216,251.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) [Line 7 and 9] Includes 251,431 shares of common stock, par value $0.0001 per share ("Common Stock"), of Xos, Inc. (the "Issuer") issuable pursuant to restricted stock units ("RSUs") held by the Reporting Person that will vest within 60 days of March 5, 2026. (2) [Line 13] Based on approximately 11,744,965 outstanding shares of Common Stock, consisting of (i) 11,493,534 shares of the Issuer's Common Stock outstanding as of November 10, 2025 as reported in the Issuer's Annual Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 14, 2025 (the "Form 10-Q"); and (ii) an additional 251,431 shares of Common Stock issuable pursuant to RSUs held by the Reporting Person that will vest within 60 days of March 5, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Xos, Inc.
(c)	Address of Issuer's Principal Executive Offices: 3550 Tyburn Street, Los Angeles, CALIFORNIA , 90065.
Item 1 Comment: This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the Statement of Beneficial Ownership on Schedule 13D filed by the undersigned with the SEC on August 30, 2021 (as it may be amended and supplemented from time to time, the "Schedule 13D") with respect to the Common Stock, par value $0.0001 per share (the "Common Stock"), of Xos, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings previously defined in the Schedule 13D. Except as amended and supplemented by this Amendment No. 3, the Schedule 13D remains unchanged.
Item 2.	Identity and Background
(a)	The person filing this statement is Giordano Sordoni (the "Reporting Person").
(b)	The business address of the Reporting Person is 3550 Tyburn Street, Los Angeles, CA 90065
(c)	The principal occupation and business address of the Reporting Person is as follows: Chief Operating Officer, Xos, Inc. and 3550 Tyburn Street, Los Angeles, CA 90065
(d)	During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States of America
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth under Item 4 below is incorporated herein by reference.
Item 4.	Purpose of Transaction
	On August 25, 2025, the Issuer issued 1,803,262 shares of Common Stock ("Interest Shares") to the holder in payment of approximately $6.0 million of accrued interest on a Second Amended and Restated Convertible Promissory Note. The issuance of Interest Shares increased the number of outstanding shares of Common Stock by over 20%, resulting in a proportional decrease in the percentage of the outstanding shares of Common Stock beneficially owned by the Reporting Person. On September 10, 2025, as previously disclosed on a Form 4 filed by the undersigned, the Issuer granted to Giordano Sordoni an award of 646,158 Restricted Stock Units ("RSUs") under the Issuer's 2021 Equity Incentive Plan. Approximately 33% of such RSU shall vest on March 10, 2026 (the "Initial Vesting Date"), and the remainder of the RSU Award shall vest in twenty-four (24) approximately equal installments on the 10th day of each calendar month thereafter; provided that Giordano Sordoni remains in continuous service to the Issuer at each such time. Giordano Sordoni serves as a member of the board of directors of the Issuer and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Other than as described above, Giordano Sordoni does not have any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as set forth herein and except as may be proposed by Mr. Sordoni in his capacity as a director of the Issuer, or by such board of directors with Mr. Sordoni's participation. Mr. Sordoni reserves the right in the future to formulate any such plans or proposals, and to take any actions with respect to his holdings in the Issuer, including any or all of the actions described in paragraphs (a) through (j) of Schedule 13D. Mr. Sordoni may in the future acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock held by him in open-market transactions or privately negotiated transactions, on such terms and at such times as he may deem advisable, subject to applicable law.
Item 5.	Interest in Securities of the Issuer
(a)	The information relating to the beneficial ownership of shares of Common Stock by Mr. Sordoni set forth in Rows 7 through 11 and 13 of the cover page hereto is incorporated herein by reference.
(b)	The information relating to the beneficial ownership of shares of Common Stock by Mr. Sordoni set forth in Rows 7 through 11 and 13 of the cover page hereto is incorporated herein by reference.
(c)	(c) The information set forth under Item 4 above is incorporated herein by reference. Except for the withholding of shares of Common Stock upon monthly vesting of Mr. Sordoni's RSUs - 3,778 shares on January 10, 2026 and 3,787 shares on February 10, 2026, the Reporting Person has had no transactions in the shares of Common Stock during the past sixty days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth under Item 4 above is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Giordano Sordoni

Signature:	/s/ Giordano Sordoni
Name/Title:	Giordano Sordoni
Date:	03/05/2026

FAQ

How many Xos (XOS) shares does Giordano Sordoni beneficially own in this Schedule 13D/A?

Giordano Sordoni reports beneficial ownership of 1,216,251 Xos common shares. This total includes 251,431 shares from restricted stock units scheduled to vest within 60 days of March 5, 2026, giving him a substantial individual stake in the company.

What percentage of Xos (XOS) common stock does Giordano Sordoni hold according to the amendment?

The filing states Giordano Sordoni beneficially owns 10.4% of Xos common stock. This percentage is calculated based on 11,744,965 shares outstanding, which combines 11,493,534 shares reported outstanding and 251,431 RSU shares expected to vest.

How did Xos’s share issuance to pay interest affect Giordano Sordoni’s ownership stake?

Xos issued 1,803,262 shares of common stock to pay about $6.0 million in accrued interest on a convertible note. This increased shares outstanding by over 20%, which proportionally reduced Sordoni’s ownership percentage even though his share count remained sizeable.

What restricted stock unit (RSU) award did Giordano Sordoni receive from Xos (XOS)?

On September 10, 2025, Xos granted Giordano Sordoni 646,158 restricted stock units under its 2021 Equity Incentive Plan. About 33% vest on March 10, 2026, with the remaining units vesting in 24 monthly installments, contingent on continuous service.

Why did Giordano Sordoni’s reported ownership percentage in Xos change in this Schedule 13D/A?

His ownership percentage changed primarily because Xos issued 1,803,262 shares as "Interest Shares," increasing total outstanding shares by over 20%. This dilution lowered his percentage ownership, even though his beneficial share count, including RSUs, remains over 1.2 million.

What recent share transactions involving Giordano Sordoni are disclosed in the filing?

The filing notes only routine tax-withholding transactions: 3,778 shares were withheld on January 10, 2026 and 3,787 shares on February 10, 2026. These withholdings relate to monthly RSU vesting, with no other transactions reported during the past sixty days.