Xos (XOS) Director Michael Paul Richardson Receives RSUs, Sells Shares

What Happened

• Michael Paul Richardson, a director of Xos, Inc., received a grant of 60,584 Restricted Stock Units (RSUs) on July 10, 2026 (no cash cost). The same period he sold a total of 9,357 shares in three open‑market transactions (July 10, 13 and 14) for a combined proceeds of about $22,552. The sales were effected pursuant to a Rule 10b5‑1 trading plan.

Key Details

• Grant: 60,584 RSUs on 2026-07-10 (each RSU is a contingent right to one share; reported as acquired at $0). These RSUs are unvested and vest on the earlier of the first anniversary of the grant or the day before Xos's 2027 Annual Meeting, subject to continuous service (footnotes F1, F2).
• Sales:
  • 2026-07-10: Sold 3,119 shares at $2.49 each, proceeds $7,777 (footnote F4 notes sales ranged $2.46–$2.59).
  • 2026-07-13: Sold 3,119 shares at $2.35 each, proceeds $7,321 (footnote F5 notes sales ranged $2.325–$2.44).
  • 2026-07-14: Sold 3,119 shares at $2.39 each, proceeds $7,454 (footnote F6 notes sales ranged $2.35–$2.45).
• Sale method: All disposals were open‑market sales executed under a preexisting Rule 10b5‑1 plan (footnote F3).
• Shares owned after transaction: Not specified in this Form 4 beyond the inclusion of 60,584 unvested RSUs (F2).
• Filing status: This is an amended Form 4 filed 2026-08-27 to correct transaction codes (originally mis‑reported as Code "D"); the amendment notes no other changes. The amendment was filed after the reported transactions (timeliness = late).

Context

• RSU grants are awards that convert to actual shares only upon vesting; these RSUs remain subject to the vesting schedule and service condition described in the footnotes. The sales were made under a 10b5‑1 plan, which is a prearranged trading program often used to avoid any appearance of trading on inside information. This amendment fixes reporting codes to accurately reflect open‑market sales; it does not change the underlying transactions.