Emerald Green Trust trims Xos (XOS) stake with June 2026 stock sales

Rhea-AI Filing Summary

Emerald Green Trust, together with co-trustees Sarah Bardo and Shane Semler, filed an amended Schedule 13D reporting beneficial ownership of Xos, Inc. common stock. Emerald Green beneficially owns 1,161,229 shares, representing 8.5% of the common stock, based on 13,658,411 shares outstanding as of June 4, 2026.

Bardo is reported as beneficially owning 1,161,232 shares, including trust holdings and 3 shares held by her spouse, while Semler is reported as beneficially owning 1,167,232 shares, including 6,003 shares held directly. The filing also notes that Emerald Green sold 119,960 shares on June 3, 2026 at a weighted average price of approximately $6.0562 per share and 280,040 shares on June 4, 2026 at a weighted average price of approximately $5.2439 per share.

Insights

Equity ownership analyst

Amended 13D updates Xos ownership and discloses June share sales.

The filing updates beneficial ownership of Xos, Inc. common stock by Emerald Green Trust, Sarah Bardo, and Shane Semler. Emerald Green now reports 1,161,229 shares, equal to 8.5% of Xos’s common stock based on 13,658,411 shares outstanding as of June 4, 2026.

The filing details recent open-market dispositions: Emerald Green sold 119,960 shares on June 3, 2026 at a weighted average of about $6.0562 per share and 280,040 shares on June 4, 2026 at about $5.2439. These transactions reduce its position but leave the reporting persons collectively holding a mid-single-digit million-dollar stake, so this looks like position trimming rather than an exit based on the disclosed data.

Key Figures

Emerald Green beneficial ownership: 1,161,229 shares Sarah Bardo beneficial ownership: 1,161,232 shares Shane Semler beneficial ownership: 1,167,232 shares +4 more

7 metrics

Emerald Green beneficial ownership 1,161,229 shares Shares of Xos common stock held by Emerald Green Trust

Sarah Bardo beneficial ownership 1,161,232 shares Includes 1,161,229 trust shares and 3 shares held by spouse

Shane Semler beneficial ownership 1,167,232 shares Includes 6,003 shares held directly plus trust holdings

Ownership percentage 8.5% Percent of Xos common stock represented by reported holdings

Shares outstanding baseline 13,658,411 shares Xos common shares outstanding as of June 4, 2026, pro forma offering

June 3, 2026 sale 119,960 shares at ~$6.0562 Emerald Green sale at weighted average price per share

June 4, 2026 sale 280,040 shares at ~$5.2439 Emerald Green sale at weighted average price per share

Key Terms

beneficial ownership, Schedule 13D/A, weighted average sales price, prospectus supplement, +1 more

5 terms

beneficial ownership financial

"This Amendment No. 4 to (this "Amendment No. 3") amends and supplements the Statement of Beneficial Ownership on"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Schedule 13D/A regulatory

"This /A is filed jointly by Emerald Green Trust ("Emerald Green"), Sarah Bardo and Shane Semler"

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

weighted average sales price financial

"Emerald Green sold 119,960 shares of Common Stock at a weighted average sales price of approximately $6.0562 per share"

prospectus supplement regulatory

"pro forma the offering described in the Company's Prospectus Supplement (to Prospectus dated June 8, 2023) filed June 5, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

dispositive power financial

"As co-trustees of Emerald Green, Sarah Bardo and Shane Semler share voting and dispositive power over the 1,161,229 shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

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Available on EDGAR 06/22/2026 - 05:21 PM Accepted by SEC EDGAR 06/22/2026 - 05:21 PM Learn about SEC filing dates

FAQ

How many Xos (XOS) shares does Emerald Green Trust beneficially own after this amendment?

Emerald Green Trust beneficially owns 1,161,229 shares of Xos common stock. This represents 8.5% of the class, based on 13,658,411 Xos common shares outstanding as of June 4, 2026, pro forma the offering described in the company’s prospectus supplement.

What Xos (XOS) share sales by Emerald Green Trust are disclosed in this Schedule 13D/A?

The amendment reports two recent Xos share sales by Emerald Green Trust. It sold 119,960 shares at a weighted average price of about $6.0562 per share on June 3, 2026, and 280,040 shares at about $5.2439 per share on June 4, 2026.

What are the total Xos (XOS) holdings reported for Sarah Bardo and Shane Semler?

Sarah Bardo is reported as beneficially owning 1,161,232 Xos shares, including trust shares and 3 shares held by her spouse. Shane Semler is reported as beneficially owning 1,167,232 Xos shares, including 6,003 shares held directly and trust holdings over which he shares authority.

What percentage of Xos (XOS) common stock do the reporting persons hold according to this filing?

Each reporting person’s beneficial ownership is stated as 8.5% of Xos common stock. This percentage is calculated using approximately 13,658,411 Xos common shares outstanding as of June 4, 2026, pro forma the offering described in the company’s prospectus supplement referenced in the filing.

How is the 8.5% ownership percentage for Xos (XOS) calculated in the amendment?

The 8.5% ownership figure is based on 13,658,411 Xos common shares outstanding. The filing states this share count is as of June 4, 2026, on a pro forma basis for the offering described in Xos’s prospectus supplement to its June 8, 2023 prospectus.

Who are the reporting persons in this Xos (XOS) Schedule 13D/A Amendment No. 4?

The reporting persons are Emerald Green Trust, Sarah Bardo, and Shane Semler. Bardo and Semler are co-trustees of Emerald Green and the only persons authorized to act for the trust, and each reports beneficial ownership reflecting the trust’s Xos share position.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Xos, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

98423B306

(CUSIP Number)

Emerald Green Trust
c/o Xos, Inc., 3550 Tyburn St.
Los Angeles, CA, 90065
818-316-1890

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

06/03/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 98423B306

1

Name of reporting person

Emerald Green Trust

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

GEORGIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,161,229.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,161,229.00

11

Aggregate amount beneficially owned by each reporting person

1,161,229.00

12

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

13

Percent of class represented by amount in Row (11)

8.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) [Line 2(b)] This Schedule 13D/A is filed jointly by Emerald Green Trust ("Emerald Green"), Sarah Bardo and Shane Semler (together with Ms. Bardo and Emerald Green, the "Reporting Persons"). The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D/A. (2) [Lines 8, 10 & 11] Consists of 1,161,229 shares of Common Stock held directly by Emerald Green. As co-trustees of Emerald Green, Sarah Bardo and Shane Semler share voting and dispositive power over the 1,161,229 shares of Common Stock held by Emerald Green. (3) [Line 13] Based on approximately 13,658,411 shares of Common Stock outstanding as of June 4, 2026, pro forma the offering described in the Company's Prospectus Supplement (to Prospectus dated June 8, 2023) filed June 5, 2026 (the "Xos Pro Supp").

SCHEDULE 13D

CUSIP Number(s): 98423B306

1

Name of reporting person

Sarah Bardo

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 0.00
8	Shared Voting Power 1,161,232.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,161,232.00

11

Aggregate amount beneficially owned by each reporting person

1,161,232.00

12

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

13

Percent of class represented by amount in Row (11)

8.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) [Line 2(b)] This Schedule 13D/A is filed jointly by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D/A. (2) [Lines 8, 10 & 11] Consists of: (a) 1,161,229 shares of Common Stock held by Emerald Green; and (b) 3 shares of Common Stock held by Sarah Bardo's spouse. As co-trustees of Emerald Green, Sarah Bardo and Shane Semler share voting and dispositive power over the 1,161,229 shares of Common Stock held by Emerald Green. Sarah Bardo may be deemed to share voting and dispositive power over shares of Common Stock held by her spouse. (3) [Line 13] Based on approximately 13,658,411 shares of Common Stock outstanding as of June 4, 2026, pro forma the offering described in the Xos Pro Supp.

SCHEDULE 13D

CUSIP Number(s): 98423B306

1

Name of reporting person

Shane Semler

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 6,003.00
8	Shared Voting Power 1,161,229.00
9	Sole Dispositive Power 6,003.00
10	Shared Dispositive Power 1,161,229.00

11

Aggregate amount beneficially owned by each reporting person

1,167,232.00

12

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

13

Percent of class represented by amount in Row (11)

8.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) [Line 2(b)] This Schedule 13D/A is filed jointly by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D/A. (2) [Lines 7, 9 & 11] Consists of 6,003 shares of Common Stock held directly by Shane Semler. (3) [Lines 8, 10 & 11] Consists of 1,161,229 shares of Common Stock held by Emerald Green. As co-trustees of Emerald Green, Sarah Bardo and Shane Semler share voting and dispositive power over shares of Common Stock held by Emerald Green. (4) [Line 13] Based on approximately 13,658,411 shares of Common Stock outstanding as of June 4, 2026, pro forma the offering described in the Xos Pro Supp.

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. 4 to Schedule 13D (this "Amendment No. 3") amends and supplements the Statement of Beneficial Ownership on Schedule 13D initially filed by Dakota Semler, Emerald Green Trust ("Emerald Green") and GenFleet LLC ("GenFleet") 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"). Except as amended and supplemented by this Amendment No. 4, the Schedule 13D remains unchanged. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings previously defined in the Schedule 13D.
Item 2.	Identity and Background
(a)	The persons and entities filing this statement are Emerald Green, Sarah Bardo and Shane Semler (collectively referred to as the "Reporting Persons"). Sarah Bardo and Shane Semler are co-trustees of Emerald Green and are the only persons authorized to act on behalf of Emerald Green.
(b)	The address of the principal place of business of each of the Reporting Persons are as follows: for Emerald Green, 32111 Mulholland Highway, Malibu, CA 90265; and, for each of Sarah Bardo and Shane Semler, c/o Emerald Green Trust, 32111 Mulholland Highway, Malibu, CA 90265.
(c)	The principal business of each of the Reporting Persons is as follows: Emerald Green, Investments; Sarah Bardo, Manager of Token Time Games, LLC; Shane Semler, Manager of SKB Experiences, LLC d/b/a Malibu Wine Hikes, and President of Malibu Management Services No. 3, Inc. d/b/a Malibu Wines & Beer Garden.
(d)	During the last five years, none of the Reporting Persons hereto has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons hereto has 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)	Sarah Bardo and Shane Semler are citizens of the United States, and Emerald Green is a Georgia trust.
Item 5.	Interest in Securities of the Issuer
(a)	The information relating to the beneficial ownership of shares of Common Stock by each of the Reporting Persons set forth in Rows 7 through 11 and 13 of the cover pages hereto is incorporated herein by reference
(b)	The information relating to the beneficial ownership of shares of Common Stock by each of the Reporting Persons set forth in Rows 7 through 11 and 13 of the cover pages hereto is incorporated herein by reference
(c)	Except as follows, there were no transactions in the shares of Common Stock that were effected during the past sixty days by the Reporting Persons or since the most recent Schedule 13D filing, whichever is less: (i) On June 3, 2026, Emerald Green sold 119,960 shares of Common Stock at a weighted average sales price of approximately $6.0562 per share; and (ii) on June 4, 2026, Emerald Green sold 280,040 shares of Common Stock at a weighted average sales price of approximately $5.2439 per share.

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.

Emerald Green Trust

Signature:	/s/ Sarah Bardo
Name/Title:	Sarah Bardo, Trustee
Date:	06/16/2026

Sarah Bardo

Signature:	/s/ Sarah Bardo
Name/Title:	Sarah Bardo
Date:	06/16/2026

Shane Semler

Signature:	/s/ Shane Semler
Name/Title:	Shane Semler
Date:	06/22/2026