Xos, Inc. — Director's Dealing 2023

May 12, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xos, Inc. (XOS)
CIK: 0001819493
Period of Report: 2023-05-10

Reporting Person: Semler Dakota (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-10	Common Stock	A	3170370	—	Acquired	6627732	Direct
2023-05-10	Common Stock	F	1614	$0.54	Disposed	6626118	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	53745903	Indirect
Common Stock	502120	Indirect

Footnotes

F1: Twenty-five percent (25%) of the Restricted Stock Unit ("RSU") grant shall vest on April 10, 2024, and the remaining RSU grant shall vest ratably on each of the next thirty-six (36) Monthly Vesting Dates thereafter. "Monthly Vesting Dates" means the 10th of each month, provided, however, that to the extent any such date occurs on a weekend day or U.S. federal holiday, the Monthly Vesting Date will be deemed to occur on the immediately following day that is not a weekend day or U.S. federal holiday.

F2: 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 RSU grant. Each RSU represents a contingent right to receive one share of common stock upon settlement.

F3: Includes 3,328,971 unvested RSUs. Each RSU represents a contingent right to receive one share of common stock upon settlement.

F4: Shares held by Emerald Green Trust, of which Mr. Semler is a beneficiary.

F5: Shares held by GenFleet LLC. Mr. Semler may be deemed to beneficially own securities held by GenFleet, LLC by virtue of his indirect beneficial ownership interest in such entity.