RAPP EDWARD J 4

What Happened

• Edward J. Rapp, a director and Audit Committee Chair of Xos, Inc. (XOS), was granted a total of 63,254 Restricted Stock Units (RSUs) on 2026-07-10 as compensation in lieu of his cash retainer. The grant consisted of 2,670 RSUs that vested immediately and 60,584 RSUs that remain subject to vesting. The reported acquisition price is $0 (these were compensation awards, not purchases).

Key Details

• Transaction date: 2026-07-10; Form 4 filed 2026-07-14 (timely within the two-business-day reporting window).
• Shares granted: 2,670 RSUs vested immediately; 60,584 RSUs unvested — total 63,254 RSUs.
• Price/Consideration: $0 (awarded as director compensation in lieu of cash).
• Ownership/holding: The filing notes shares are held by the Edward Joseph Rapp TTEE U/A DTD 02/07/2005, of which Mr. Rapp is trustee.
• Relevant footnotes: (1) RSUs issued in lieu of the second-quarter cash retainer; (2) 60,584 RSUs unvested; (3) unvested RSUs vest on the earlier of the first anniversary of the grant or the day before the 2027 annual meeting, subject to continuous service.

Context

• RSU grants are a form of equity compensation and not an open-market purchase or sale; immediate vesting of a small portion provides Mr. Rapp with shares now, while the larger portion ties future ownership to continued service. This filing is informational and does not by itself indicate the director’s market view.