Xos (XOS) CFO’s RSU vesting triggers 3,164-share tax withholding, 160,588 shares held

Rhea-AI Filing Summary

Xos, Inc. Chief Financial Officer Liana Pogosyan had 3,164 shares of common stock withheld by the company at $3.66 per share to satisfy tax obligations tied to vesting of previously reported Restricted Stock Unit (RSU) awards. This is a tax-withholding disposition, not an open-market sale. Following the withholding, she directly holds 160,588 shares of common stock, which include 106,938 unvested RSUs that may convert into an equal number of shares as they vest.

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	3,164	$3.66	$12K

Holdings After Transaction: Common Stock — 160,588 shares (Direct, null)

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 106,938 unvested RSUs.

Key Figures

Shares withheld for taxes: 3,164 shares Withholding price: $3.66 per share Shares held after transaction: 160,588 shares +1 more

4 metrics

Shares withheld for taxes 3,164 shares Common stock withheld to satisfy tax on RSU vesting

Withholding price $3.66 per share Value used for 3,164-share tax-withholding disposition

Shares held after transaction 160,588 shares Direct Xos common stock holdings after tax withholding

Unvested RSUs 106,938 RSUs Unvested Restricted Stock Units included in holdings

Key Terms

Restricted Stock Unit ("RSU"), tax withholding obligations, Form 4

3 terms

Restricted Stock Unit ("RSU") financial

"previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right"

tax withholding obligations financial

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

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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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 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)

	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)
06/10/2026

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	06/10/2026		F		3,164(1)	D	$3.66	160,588(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 106,938 unvested RSUs.

	/s/ David M. Zlotchew, Attorney-in-Fact for Liana Pogosyan	06/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Xos (XOS) disclose for CFO Liana Pogosyan?

Xos reported that CFO Liana Pogosyan had 3,164 shares withheld to cover tax obligations from vesting RSU awards. This was a tax-withholding disposition at $3.66 per share, rather than an open-market purchase or sale of Xos common stock.

Was the Xos (XOS) CFO’s Form 4 transaction a sale of shares on the market?

No, the transaction was not an open-market sale. The 3,164 Xos shares were withheld by the company to satisfy tax withholding obligations related to vesting RSUs, a routine compensation-related event rather than a discretionary trade in the public market.

How many Xos (XOS) shares does CFO Liana Pogosyan hold after the Form 4 event?

After the tax-withholding transaction, CFO Liana Pogosyan directly holds 160,588 shares of Xos common stock. This position includes both already vested shares and 106,938 unvested Restricted Stock Units that can convert into additional shares as they vest over time.

What are RSUs in the context of the Xos (XOS) CFO’s compensation?

For Xos, each Restricted Stock Unit, or RSU, represents a contingent right to receive one share of common stock upon settlement. The filing notes that Liana Pogosyan’s holdings include 106,938 unvested RSUs, which will convert into shares as vesting conditions are met.

How many unvested RSUs does the Xos (XOS) CFO currently have?

The Form 4 disclosure states that CFO Liana Pogosyan’s holdings include 106,938 unvested RSUs. Each RSU corresponds to one potential share of Xos common stock, meaning a significant portion of her equity compensation remains subject to future vesting and settlement.