Xos, Inc.·4

May 8, 5:31 PM ET

Aljomaih Automotive Co. 4

4 · Xos, Inc. · Filed May 8, 2026

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Xos (XOS) 10% Owner Aljomaih Repays $1.5M Convertible Note

What Happened Aljomaih Automotive Co., a reported 10% owner of Xos, recorded a disposition on Nov 11, 2025 reflecting the issuer’s scheduled repayment of $1,500,000 principal of a convertible note. The $1.5M principal amount was repaid and extinguished for face value (Footnote 5). That principal amount would have been convertible into 20,993 common shares at the stated conversion price of $71.451 per share (Footnote 3). This filing reflects a debt repayment/derivative disposition — not an open‑market sale of Xos common stock.

Key Details

  • Transaction date: November 11, 2025; filing date: May 8, 2026 (late filing).
  • Economic amount repaid: $1,500,000 principal (note was extinguished for face value).
  • Convertible-equivalent shares: $1.5M ÷ $71.451 = 20,993 shares (would have been issued if converted).
  • Remaining convertible principal after the transaction: $18,500,000, convertible into 258,919 shares at $71.451/share (Footnote 6).
  • Interest: Accrued interest (10% per annum since Aug 11, 2025) may be payable in shares at a 10‑day VWAP on payment, subject to limits and timing restrictions (Footnotes 1, 4, 6).
  • Filing code: Transaction reported as “other acquisition or disposition (J)” — reflects a debt repayment/derivative event rather than a typical buy/sell of stock.
  • Timeliness: The Form 4 was filed late (transaction in Nov 2025, filed May 2026); late filings can reduce transparency for investors.

Context This was a repayment/extinguishment of a convertible debt instrument, not a direct sale of common shares. For retail investors, note that 10% owners are institutional/strategic holders and such derivative adjustments (repayments, conversions, interest-paid-in-stock mechanics) often reflect debt servicing or contractual terms rather than a manager’s view on the company’s stock price.

Insider Transaction Report

Form 4
Period: 2025-11-11
Transactions
  • Other

    Convertible Note

    [F1][F2][F3][F5][F4][F6]
    2025-11-11$1500000.00/sh1,500,000$2,250,000,000,000258,919 total
    Exercise: $71.45Exp: 2028-02-11Common Stock (20,993 underlying)
Footnotes (6)
  • [F1]Principal amounts of the Convertible Notes are convertible at the holder's election into shares of Common Stock at $71.451 per share. Accrued interest on the Convertible Note is payable by the issuer in shares of common stock at a conversion price equal to a market-based price (the "10-day VWAP," as defined in the Convertible Note) measured on the date of payment.
  • [F2]On November 11, 2025, the issuer made a scheduled repayment of $1.5 million principal amount of the Convertible Note.
  • [F3]The $1.5 million principal amount repaid was convertible into an aggregate of 20,993 shares of common stock, par value $0.0001 per share, of the issuer.
  • [F4]The principal amount plus any accrued and unpaid interest is convertible at the holder's election after November 9, 2022. However, under certain circumstances, the number of Interest Shares could be limited, in which case interest amounts payable in excess of such limit shall instead be payable within five business days of the earlier of (x) August 11, 2026 and (y) the date the Company receives stockholder approval to issue more than the limit in respect of conversion of the Convertible Note, as amended.
  • [F5]$1.5 million principal amount of the Convertible Note was repaid and extinguished for face value.
  • [F6]The $18,500,000 principal amount of Convertible Notes outstanding immediately following the transaction was convertible into 258,919 shares of Common Stock at $71.451 per share. Column 9 does not include any interest accrued on the Convertible Note since August 11, 2025 (at a rate of 10% per annum), which may be converted into Interest Shares at the 10-day VWAP on the date of payment, subject to certain restrictions (see Footnote 4).
Signature
Ibrahim M. Aljomaih, President and Director|2026-05-08

Documents

1 file
  • 4
    wk-form4_1778275915.xmlPrimary

    FORM 4