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Xos, Inc.·4

May 12, 4:52 PM ET

Aljomaih Automotive Co. 4

4 · Xos, Inc. · Filed May 12, 2026

Research Summary

AI-generated summary of this filing

Updated

Xos (XOS) 10% Owner Aljomaih Automotive Amends Note, Repays $1.5M

What Happened

  • Aljomaih Automotive Co., a 10% owner of Xos, amended and restated a convertible promissory note on May 8, 2026, reducing the conversion price from $71.451 to $12.00 per share. That amendment increased the number of common shares issuable on conversion (from 237,925 to 1,416,666 for the affected principal balance).
  • On May 11, 2026, Xos repaid $1.5 million of the convertible note principal in cash, extinguishing that portion of the note (the repaid $1.5M principal equated to 125,000 shares at the new $12 conversion price). Immediately following these actions, $15.5M principal remained outstanding, convertible into 1,291,666 shares at $12.00 per share.
  • These were derivative transactions (amendment of conversion terms and a principal repayment), not open-market purchases or sales of existing common stock.

Key Details

  • Transaction dates: May 8, 2026 (Third Amendment and Restatement of the Convertible Note); May 11, 2026 (scheduled $1.5M repayment).
  • Conversion price changed from $71.451 to $12.00 per share (May 8 amendment).
  • Repayment: $1.5 million cash repaid on May 11, 2026 (that $1.5M portion convertible into 125,000 shares at $12.00 prior to repayment).
  • Shares issuable after transactions: $15.5M principal outstanding convertible into 1,291,666 shares at $12.00 per share (per filing footnotes).
  • Interest: Accrued interest (10% p.a. since Aug 11, 2025) may be payable in “Interest Shares” at a market-based 10‑day VWAP on payment; amounts since Aug 11, 2025 are not included in the column 9 share totals.
  • Filing timeliness: The Form 4 was filed May 12, 2026. The May 8 amendment was reported four calendar days later (outside the typical two-business-day Form 4 window); the May 11 repayment was reported the next business day.

Context

  • These entries reflect amendment and repayment of convertible debt (derivative activity). The May 8 entry is an amendment (transaction code J) that increases the number of shares the holder could receive on conversion; it is not an equity purchase. The May 11 entry is a scheduled repayment/retirement of part of the note (reducing the holder’s convertible exposure).
  • Aljomaih Automotive is a 10% institutional owner, not an Xos executive; such institutional derivative transactions are different from insider open‑market buying/selling of common stock and do not directly signal officer-level trading intent.

Insider Transaction Report

Form 4
Period: 2026-05-08
Xos, Inc.XOS
Aljomaih Automotive Co.
10% Owner
Transactions
  • Other

    Convertible Note

    [F1][F2][F5][F3][F4][F6]
    2026-05-08−237,925→ 0 total
    Exercise: $71.45Exp: 2028-02-11→ Common Stock (237,925 underlying)
  • Other

    Convertible Note

    [F1][F2][F5][F3][F4][F6]
    2026-05-08+1,416,666→ 1,416,666 total
    Exercise: $12.00Exp: 2028-02-11→ Common Stock (1,416,666 underlying)
  • Other

    Convertible Note

    [F7][F8][F9][F3][F10]
    2026-05-11$1500000.00/sh−1,500,000$2,250,000,000,000→ 1,291,666 total
    Exercise: $12.00Exp: 2028-02-11→ Common Stock (125,000 underlying)
Footnotes (10)
  • [F1]Prior to the Third Amendment and Restatement, principal amounts of the Convertible Note were convertible at the holder's election into shares of Common Stock of the issuer at a conversion price of $71.451 per share. Following the Third Amendment and Restatement, principal amounts of the Convertible Note are convertible at the holder's election into shares of Common Stock of the issuer at a conversion price of $12.00 per share. Accrued interest on the Convertible Note is payable by the Issuer in shares of common stock ("Interest Shares") 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.
  • [F10]The $15,500,000 principal amount of Convertible Notes outstanding immediately following the transaction was convertible into 1,291,666 shares of Common Stock at $12.00 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 3).
  • [F2]On May 8, 2026, the Reporting Person and the Issuer amended and restated the terms of the Convertible Promissory Note originally issued August 11, 2022, primarily to reduce the conversion price from $71.451 per share to $12.00 per share (the "Third Amendment and Restatement").
  • [F3]The principal amount plus any accrued and unpaid interest was 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.
  • [F4]As a result of the Third Amendment and Restatement, the conversion price of the Convertible Note was reduced from $71.451 per share to $12.00 per share, which resulted in the number of shares of Common Stock issuable upon conversion of principal increasing from 237,925 to 1,416,666.
  • [F5]This was an amendment affecting the conversion price of the principal amount and the number of shares issuable upon such conversion, not a purchase or sale.
  • [F6]The $17,000,000 principal amount of Convertible Notes outstanding at the time of the Third Amendment and Restatement was convertible into 1,416,666 shares of Common Stock at $12.00 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.
  • [F7]On May 11, 2026, the issuer made a scheduled repayment of $1.5 million principal amount of the Convertible Note.
  • [F8]The $1.5 million principal amount repaid was convertible into an aggregate of 125,000 shares of common stock, par value $0.0001 per share, of the issuer.
  • [F9]$1.5 million principal amount of the Convertible Note was repaid and extinguished for face value.
Signature
Ibrahim M. Aljomaih, President and Director|2026-05-12

Documents

1 file
  • 4
    wk-form4_1778619162.xmlPrimary

    FORM 4