Aljomaih Automotive Co. 4

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.