Xos director logs RSU grant, 12,475-share sale

Q: What insider transactions did XOS director Dietmar Ostermann report in this Form 4/A?

He reported a grant of 60,584 RSUs on July 10, 2026 and open-market sales of 12,475 shares of Xos, Inc. common stock on July 10, 13, and 14, 2026, according to the amended Form 4.

Q: Why was the XOS Form 4 amended for Dietmar Ostermann?

The amendment states that prior transactions on July 10, 13, and 14, 2026 were incorrectly reported with transaction code "D". They were actually open-market sales pursuant to a Rule 10b5-1 trading plan and should have been coded "S"; no other information was changed.

Q: How many XOS shares did Dietmar Ostermann sell and at what prices?

He sold 12,475 shares of Xos, Inc. common stock: 4,158 shares on July 10, 2026 at a $2.4937 weighted average price, 4,159 shares on July 13, 2026 at $2.3457, and 4,158 shares on July 14, 2026 at $2.3913, with each price representing a weighted average range.

Q: What are the terms of Dietmar Ostermann’s RSU grant from XOS?

The filing shows a grant of 60,584 RSUs, each representing a contingent right to one share of Xos, Inc. common stock. The RSUs vest on the earlier of the first anniversary of the grant date or the day before the company’s 2027 annual meeting, subject to continuous service.

Q: Do the XOS RSUs reported remain unvested?

A footnote indicates the holdings include 60,584 unvested RSUs. These RSUs vest based on time and the 2027 annual meeting timing, conditioned on Dietmar Ostermann’s continued service with Xos, Inc. through the vesting date.

Xos, Inc. (XOS) director Dietmar Ostermann filed an amended Form 4 to correct prior coding of certain transactions from disposition code "D" to sale code "S".

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Xos, Inc. (XOS) director Dietmar Ostermann filed an amended Form 4 to correct prior coding of certain transactions from disposition code "D" to sale code "S". The filing reports a grant of 60,584 RSUs on July 10, 2026 and open-market sales totaling 12,475 shares of common stock on July 10, 13, and 14, 2026, all effected under a Rule 10b5-1 trading plan adopted on September 16, 2025. The RSUs vest on the earlier of the first anniversary of the grant date or the day before Xos, Inc.'s 2027 annual meeting, subject to Ostermann's continuous service.

Insider Trade Summary 10b5-1

Net Seller: 12,475 shares

Net Sell 4 txns

Insider OSTERMANN DIETMAR

Role Director

Sold 12,475 shs ($30K)

Type	Security	Shares	Price	Value
Sale	Common Stock ^{F3, F6, F2}	4,158	$2.3913	$10K
Sale	Common Stock ^{F3, F5, F2}	4,159	$2.3457	$10K
Grant/Award	Common Stock ^{F1, F2}	60,584	$0.00	$0.00
Sale	Common Stock ^{F3, F4, F2}	4,158	$2.4937	$10K

Holdings After Transaction: Common Stock — 127,702 shares (Direct)

Footnotes (6)

F1. The shares reported in this transaction represent Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock upon settlement. The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day before the Company's 2027 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date.
F2. Includes 60,584 unvested RSUs
F3. The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025.
F4. Represents weighted average sales price. The shares were sold at prices ranging from $2.46 to $2.59. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
F5. Represents weighted average sales price. The shares were sold at prices ranging from $2.325 to $2.44. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
F6. Represents weighted average sales price. The shares were sold at prices ranging from $2.34 to $2.435. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

Key Figures

RSUs granted: 60,584 RSUs Shares sold July 10, 2026: 4,158 shares at $2.4937 per share Shares sold July 13, 2026: 4,159 shares at $2.3457 per share +2 more

5 metrics

RSUs granted 60,584 RSUs Restricted Stock Units granted on July 10, 2026

Shares sold July 10, 2026 4,158 shares at $2.4937 per share Open-market sale of Xos, Inc. common stock on July 10, 2026

Shares sold July 13, 2026 4,159 shares at $2.3457 per share Open-market sale of Xos, Inc. common stock on July 13, 2026

Shares sold July 14, 2026 4,158 shares at $2.3913 per share Open-market sale of Xos, Inc. common stock on July 14, 2026

Total shares sold 12,475 shares Aggregate of three open-market sales in July 2026

Key Terms

Restricted Stock Units ("RSUs"), Rule 10b5-1 trading plan, weighted average sales price

3 terms

Restricted Stock Units ("RSUs") financial

"The shares reported in this transaction represent Restricted Stock Units ("RSUs"), each of which"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Rule 10b5-1 trading plan regulatory

"The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average sales price financial

"Represents weighted average sales price. The shares were sold at prices ranging"

FAQ

What insider transactions did XOS director Dietmar Ostermann report in this Form 4/A?

He reported a grant of 60,584 RSUs on July 10, 2026 and open-market sales of 12,475 shares of Xos, Inc. common stock on July 10, 13, and 14, 2026, according to the amended Form 4.

Why was the XOS Form 4 amended for Dietmar Ostermann?

The amendment states that prior transactions on July 10, 13, and 14, 2026 were incorrectly reported with transaction code "D". They were actually open-market sales pursuant to a Rule 10b5-1 trading plan and should have been coded "S"; no other information was changed.

How many XOS shares did Dietmar Ostermann sell and at what prices?

He sold 12,475 shares of Xos, Inc. common stock: 4,158 shares on July 10, 2026 at a $2.4937 weighted average price, 4,159 shares on July 13, 2026 at $2.3457, and 4,158 shares on July 14, 2026 at $2.3913, with each price representing a weighted average range.

What are the terms of Dietmar Ostermann’s RSU grant from XOS?

The filing shows a grant of 60,584 RSUs, each representing a contingent right to one share of Xos, Inc. common stock. The RSUs vest on the earlier of the first anniversary of the grant date or the day before the company’s 2027 annual meeting, subject to continuous service.

Was a Rule 10b5-1 trading plan involved in the XOS insider sales?

Yes. The filing states that the sales reported on the lines with code "S" were effected under a Rule 10b5-1 trading plan adopted by Dietmar Ostermann on September 16, 2025, and the document-level Rule 10b5-1 checkbox is affirmed.

Do the XOS RSUs reported remain unvested?

A footnote indicates the holdings include 60,584 unvested RSUs. These RSUs vest based on time and the 2027 annual meeting timing, conditioned on Dietmar Ostermann’s continued service with Xos, Inc. through the vesting date.

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Available on EDGAR 08/27/2026 - 07:31 AM Accepted by SEC EDGAR 08/27/2026 - 07:30 AM

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^*

OSTERMANN DIETMAR

(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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026

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)
07/14/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/10/2026		A		60,584⁽¹⁾	A	$0	140,177⁽²⁾	D
Common Stock	07/10/2026		S		4,158⁽³⁾	D	$2.4937⁽⁴⁾	136,019⁽²⁾	D
Common Stock	07/13/2026		S		4,159⁽³⁾	D	$2.3457⁽⁵⁾	131,860⁽²⁾	D
Common Stock	07/14/2026		S		4,158⁽³⁾	D	$2.3913⁽⁶⁾	127,702⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The shares reported in this transaction represent Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock upon settlement. The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day before the Company's 2027 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date.

2. Includes 60,584 unvested RSUs

3. The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025.

4. Represents weighted average sales price. The shares were sold at prices ranging from $2.46 to $2.59. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. Represents weighted average sales price. The shares were sold at prices ranging from $2.325 to $2.44. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

6. Represents weighted average sales price. The shares were sold at prices ranging from $2.34 to $2.435. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

Remarks:

This Amendment is filed solely to correct the Transaction Codes for the transactions involving disposition of securities on July 10, 2026, July 13, 2026 and July 14, 2026. Due to an administrative error, the transactions were incorrectly reported using Code 'D'. The shares were actually sold on the open market pursuant to a Rule 10b5-1 trading plan as indicated in footnote 3, and should have been designated as Code 'S'. There are no changes to the other information reported in the original Form 4.

	/s/ David M. Zlotchew, Attorney-in-Fact for Dietmar Ostermann	08/26/2026
	** 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)

Source: View Original Filing on SEC EDGAR