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Aljomaih Automotive (NASDAQ: XOS) gets $1.5M convertible note repayment

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Xos, Inc. reported that major holder Aljomaih Automotive Co. recorded an "other" transaction involving its convertible note. On February 11, 2026, Xos made a scheduled repayment of $1.5 million principal on the convertible note, which was repaid and extinguished at face value.

The repaid $1.5 million principal had been convertible into 20,993 shares of common stock. After this repayment, $17,000,000 principal of convertible notes remained outstanding, convertible into 237,925 shares of common stock at $71.451 per share. The note accrues interest at 10% per annum, and accrued interest may be paid in stock at a market-based 10-day VWAP, subject to limits and possible cash settlement tied to stockholder approval by August 11, 2026.

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Insider Aljomaih Automotive Co.
Role null
Type Security Shares Price Value
Other Convertible Note 1,500,000 $1,500,000.00 $2250.00B
Holdings After Transaction: Convertible Note — 237,925 shares (Direct, null)
Footnotes (1)
  1. 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. On February 11, 2026, the issuer made a scheduled repayment of $1.5 million principal amount of the Convertible Note. 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. 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. $1.5 million principal amount of the Convertible Note was repaid and extinguished for face value. The $17,000,000 principal amount of Convertible Notes outstanding immediately following the transaction was convertible into 237,925 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).
Repaid principal $1.5 million Scheduled repayment of convertible note principal on February 11, 2026
Shares for repaid principal 20,993 shares Common stock previously issuable upon conversion of the repaid $1.5 million principal
Conversion price $71.451 per share Conversion price for principal amounts of the convertible notes into common stock
Principal outstanding $17,000,000 Convertible notes principal outstanding immediately after the repayment
Shares underlying outstanding notes 237,925 shares Common stock issuable upon conversion of $17,000,000 principal at $71.451 per share
Interest rate 10% per annum Interest accrued on the convertible note since August 11, 2025
Interest-share settlement deadline August 11, 2026 Latest date for excess interest amounts to be paid in cash if share limits apply
Note expiration February 11, 2028 Expiration date of the convertible note
Convertible Note financial
"Principal amounts of the Convertible Notes are convertible at the holder's election into shares of Common Stock"
A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.
10-day VWAP financial
"interest ... payable ... at a conversion price equal to a market-based price (the "10-day VWAP," as defined in the Convertible Note)"
10-day VWAP is the average price at which a stock traded over the past ten trading days, weighted by the number of shares exchanged at each price so bigger trades count more. Investors use it like a benchmark or reference line—similar to checking the average speed on a ten-day trip weighted by how long you traveled at each speed—to judge whether current prices are fair, to time trades, and to spot short-term trends or unusual activity.
Interest Shares financial
"the number of Interest Shares could be limited, in which case interest amounts payable in excess of such limit shall instead be payable in cash"
stockholder approval regulatory
"the date the Company receives stockholder approval to issue more than the limit in respect of conversion of the Convertible Note"
Stockholder approval is formal consent given by a company’s shareholders, usually through a vote at a meeting or by proxy, for major actions such as mergers, asset sales, changes to corporate structure, or amendments to governance rules. Investors pay attention because the vote can enable or block steps that materially change a company’s direction, ownership or value—like neighbors voting to allow a major renovation that would alter a building’s use and worth.
principal amount financial
"The $17,000,000 principal amount of Convertible Notes outstanding immediately following the transaction"
The principal amount is the original sum of money that is borrowed, lent, or invested before any interest, fees, or returns are added. It matters to investors because interest charges, scheduled repayments, and total return are calculated from that base amount — think of it as the price tag on which future costs or gains are built. Knowing the principal helps you compare deals and predict cash flows and risk.
convertible into shares of Common Stock financial
"The $1.5 million principal amount repaid was convertible into an aggregate of 20,993 shares of common stock"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Aljomaih Automotive Co.
(Last)(First)(Middle)
C/O XOS, INC.
3550 TYBURN STREET, UNIT 100
(Street)
LOS ANGELES CALIFORNIA 90065
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Xos, Inc. [ XOS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Convertible Note$71.451(1)02/11/2026J(2)1,500,000(3) (4)02/11/2028Common Stock20,993(3)$1,500,000(5)237,925(6)D
Explanation of Responses:
1. 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.
2. On February 11, 2026, the issuer made a scheduled repayment of $1.5 million principal amount of the Convertible Note.
3. 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.
4. 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.
5. $1.5 million principal amount of the Convertible Note was repaid and extinguished for face value.
6. The $17,000,000 principal amount of Convertible Notes outstanding immediately following the transaction was convertible into 237,925 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).
Remarks:
Ibrahim M. Aljomaih, President and Director05/08/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Aljomaih Automotive report in this XOS Form 4 filing?

Aljomaih Automotive reported an "other" transaction where Xos, Inc. repaid $1.5 million principal on a convertible note it holds. This repayment extinguished that portion of the note, reducing the outstanding principal but not involving any open-market share purchases or sales.

How many Xos (XOS) shares were tied to the repaid note principal?

The repaid $1.5 million principal amount was previously convertible into 20,993 shares of Xos common stock. With this portion repaid and extinguished, those potential conversion shares are no longer available under that repaid segment of the convertible note.

What remains outstanding on Aljomaih’s Xos convertible notes after this transaction?

Immediately after the repayment, $17,000,000 principal amount of Xos convertible notes remained outstanding. According to the filing, this remaining principal is convertible into 237,925 shares of common stock at a conversion price of $71.451 per share.

How is interest on the Xos (XOS) convertible note payable to Aljomaih Automotive?

Accrued interest on the convertible note is payable in Xos common shares at a conversion price based on the 10-day VWAP. However, certain limits on "Interest Shares" may require excess interest to be paid in cash by August 11, 2026 or earlier upon specified stockholder approval.

What is the interest rate on the Xos convertible note held by Aljomaih?

The filing states that interest on the convertible note accrues at 10% per annum from August 11, 2025. This accrued interest may be converted into shares at the 10-day VWAP, subject to restrictions that can instead trigger cash payment for amounts above certain limits.

When does the Xos (XOS) convertible note held by Aljomaih Automotive expire?

The convertible note has an expiration date of February 11, 2028. Until then, principal plus accrued and unpaid interest can be converted to common stock after November 9, 2022, under the conversion price and interest-share limitations described in the filing’s footnotes.