Xos, Inc. — Director's Dealing 2024

Dec 13, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xos, Inc. (XOS)
CIK: 0001819493
Period of Report: 2024-12-10

Reporting Person: Sordoni Giordano (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-12-10	Common Stock	A	40612	—	Acquired	1174068	Direct
2024-12-10	Common Stock	F	3306	$3.71	Disposed	1170762	Direct

Footnotes

F1: The Restricted Stock Unit ("RSU") Award shall vest in six approximately equal installments on each of the six Monthly Vesting Dates starting with December 10, 2024 provided that the Reporting Person has not accepted a Salary Increase prior to such Monthly Vesting Date. "Monthly Vesting Date" means the 10th day of each calendar month. "Salary Increase" means the Reporting Person accepting any amount of salary from the Issuer above the rate that was in effect on October 28, 2024. Notwithstanding the foregoing, vesting shall terminate upon the Reporting Person's termination of continuous service, as described in Section 6(l) of the Global RSU Award Agreement.

F2: Includes 341,084 unvested RSUs.

F3: 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 Award. Each RSU represents a contingent right to receive one share of common stock upon settlement.