Xos (NASDAQ: XOS) CFO has 3,163 shares withheld for RSU taxes

Rhea-AI Filing Summary

Xos, Inc. Chief Financial Officer Liana Pogosyan had 3,163 shares of common stock withheld on April 10, 2026 to cover tax obligations tied to vesting restricted stock units. This was a tax-withholding disposition, not an open-market trade. After this, she directly holds 166,915 shares, including 118,883 unvested RSUs, showing most of her position remains equity-based compensation.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Pogosyan Liana

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,163	$1.77	$6K

Holdings After Transaction: Common Stock — 166,915 shares (Direct)

Footnotes (1)

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. Includes 118,883 unvested RSUs.

Key Figures

Shares withheld for taxes: 3,163 shares Withholding reference price: $1.77 per share Shares held after transaction: 166,915 shares +1 more

4 metrics

Shares withheld for taxes 3,163 shares Tax withholding on RSU vesting, April 10, 2026

Withholding reference price $1.77 per share Value used for tax-withholding disposition

Shares held after transaction 166,915 shares Direct ownership following tax withholding

Unvested RSUs 118,883 units Unvested restricted stock units included in holdings

Key Terms

Restricted Stock Unit ("RSU"), tax withholding obligations, unvested RSUs, tax-withholding disposition

4 terms

Restricted Stock Unit ("RSU") financial

"the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards"

tax withholding obligations financial

"withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting"

unvested RSUs financial

"Includes 118,883 unvested RSUs."

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

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^*

Pogosyan Liana

(Last) (First) (Middle)

C/O XOS, INC.

3550 TYBURN ST., 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

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)

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	04/10/2026		F		3,163(1)	D	$1.77	166,915(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 118,883 unvested RSUs.

Remarks:

	/s/ David M. Zlotchew, Attorney-in-Fact for Liana Pogosyan	04/14/2026
	** 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)

FAQ

What did Xos (XOS) CFO Liana Pogosyan report in this Form 4?

Xos CFO Liana Pogosyan reported a tax-related share disposition. The company withheld 3,163 common shares to satisfy tax obligations from vesting restricted stock units, a routine administrative event rather than an open-market stock sale or purchase.

How many Xos (XOS) shares were withheld for taxes in this filing?

The filing shows 3,163 Xos common shares were withheld for taxes. These shares covered tax obligations arising from the vesting of previously granted restricted stock units, according to the footnote, and did not involve a market transaction or discretionary sale.

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

After the tax withholding, the CFO directly holds 166,915 Xos common shares. This total includes both vested and unvested equity awards, with a significant portion tied to restricted stock units that continue to vest over time, aligning compensation with company performance.

What does the Form 4 say about unvested RSUs for Xos (XOS) CFO?

The Form 4 footnote states that the CFO’s holdings include 118,883 unvested restricted stock units. Each RSU represents a contingent right to receive one Xos common share upon settlement, so these units reflect future potential share deliveries as vesting conditions are met.

Was this Xos (XOS) insider transaction an open-market sale or purchase?

The transaction was not an open-market sale or purchase. It is coded as a tax-withholding disposition, meaning Xos withheld 3,163 shares to pay taxes on RSU vesting, a standard administrative process rather than a discretionary trade in the open market.