Form 4: Xos CEO Dakota Semler Reports Tax-Related Stock Sale

Xos, Inc. CEO Dakota Semler disclosed the disposition of 3,458 common shares to satisfy tax obligations related to the vesting of Restricted Stock Units.

Summary

• Dakota Semler, CEO and Director of Xos, Inc., reported a transaction on November 10, 2025.
• The transaction involved the disposition of 3,458 shares of Xos, Inc. common stock at a price of $2.42 per share.
• These shares were withheld by the Issuer to cover tax withholding obligations associated with the vesting of previously reported Restricted Stock Unit (RSU) awards.
• Following this transaction, Dakota Semler beneficially owns 1,089,657 shares of common stock, which includes 808,370 unvested RSUs.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary insider transaction for tax purposes related to RSU vesting, which is neither inherently positive nor negative for the company's operational or financial outlook.

Positives

• The disposition of shares was non-discretionary, solely for tax withholding purposes related to RSU vesting, which is a common and expected event for executives.
• The transaction was conducted under a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan designed to comply with insider trading laws.

Negatives

• A reduction in the direct beneficial ownership of common stock by the CEO, albeit for a routine tax purpose.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The shares were 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.

Industry Context

Insider transactions, particularly those related to tax withholding upon RSU vesting, are common occurrences for executives in publicly traded companies across all industries. The use of a Rule 10b5-1 plan is standard practice for managing such transactions in compliance with SEC regulations.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal impact as the transaction is a routine, non-discretionary tax-related sale by an insider, not indicative of a change in management's confidence or company fundamentals.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Keywords

Xos Inc., XOS, Dakota Semler, Form 4, Insider Transaction, CEO, Restricted Stock Units, RSU, Tax Withholding, Stock Sale, Corporate Governance, Rule 10b5-1