Xos, Inc. (XOS) cuts note conversion price and repays $1.5M principal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Xos, Inc. reported a Form 4 from major holder Aljomaih Automotive Co. detailing changes to its convertible note and a principal repayment. The note’s conversion price was reduced from $71.451 per share to $12.00, increasing the common shares issuable on conversion from 237,925 to 1,416,666. Footnotes explain this was an amendment of conversion terms, not a purchase or sale of securities. At the time of the amendment, $17,000,000 of principal was outstanding. On May 11, 2026, Xos repaid $1.5 million of principal, which had been convertible into 125,000 shares, leaving $15,500,000 of principal outstanding, convertible into 1,291,666 shares at $12.00 per share. The note accrues interest at 10% per year, with interest potentially payable in stock at a market-based 10-day VWAP.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Aljomaih Automotive Co.
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Convertible Note | 1,500,000 | $1,500,000.00 | $2250.00B |
| Other | Convertible Note | 237,925 | $0.00 | -- |
| Other | Convertible Note | 1,416,666 | $0.00 | -- |
Holdings After Transaction:
Convertible Note — 1,291,666 shares (Direct, null)
Footnotes (1)
- 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. 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"). 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. 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. 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. 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. On May 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 125,000 shares of common stock, par value $0.0001 per share, of the issuer. $1.5 million principal amount of the Convertible Note was repaid and extinguished for face value. 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).
Key Figures
Original conversion price: $71.451 per share
New conversion price: $12.00 per share
Shares issuable before amendment: 237,925 shares
+5 more
8 metrics
Original conversion price
$71.451 per share
Convertible note conversion price prior to Third Amendment and Restatement
New conversion price
$12.00 per share
Convertible note conversion price after Third Amendment and Restatement
Shares issuable before amendment
237,925 shares
Common shares issuable on conversion of principal at $71.451 per share
Shares issuable after amendment
1,416,666 shares
Common shares issuable on conversion of $17,000,000 principal at $12.00 per share
Principal outstanding at amendment
$17,000,000
Convertible notes principal outstanding at time of Third Amendment and Restatement
Principal repaid
$1,500,000
Scheduled principal repayment made on May 11, 2026
Principal remaining after repayment
$15,500,000
Convertible notes principal outstanding immediately following $1.5M repayment
Interest rate
10% per annum
Interest accrual rate on the convertible note since August 11, 2025
Key Terms
Convertible Note, Third Amendment and Restatement, conversion price, 10-day VWAP, +2 more
6 terms
Convertible Note financial
"The $17,000,000 principal amount of Convertible Notes outstanding at the time of the Third Amendment and Restatement was convertible..."
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.
Third Amendment and Restatement financial
"On May 8, 2026, the Reporting Person and the Issuer amended and restated the terms... (the "Third Amendment and Restatement")."
conversion price financial
"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..."
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
10-day VWAP financial
"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."
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.
principal amount financial
"The $15,500,000 principal amount of Convertible Notes outstanding immediately following the transaction was convertible into 1,291,666 shares of Common Stock..."
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.
FAQ
What did Xos (XOS) disclose about the Aljomaih convertible note?
Xos disclosed that Aljomaih Automotive Co. amended its convertible note, lowering the conversion price and increasing potential shares issuable. The filing also noted a scheduled principal repayment, clarifying these actions were amendments and repayments rather than open-market share purchases or sales.
How did the Xos (XOS) convertible note conversion price change?
The conversion price on the Xos convertible note was reduced from $71.451 per share to $12.00 per share. This significantly increased the number of common shares issuable upon conversion of the principal amount, as detailed in the Form 4 footnotes for Aljomaih Automotive Co.
What principal repayment did Xos (XOS) make on the convertible note?
On May 11, 2026, Xos made a scheduled repayment of $1.5 million in principal on the convertible note. That repaid amount had been convertible into 125,000 common shares and was extinguished at face value, reducing the remaining principal outstanding under the note.
How is interest on the Xos (XOS) convertible note treated?
Interest on the Xos convertible note accrues at 10% per year and may be paid in common stock. These interest payments can be converted into “Interest Shares” based on a market-derived 10-day VWAP on the payment date, subject to specified limitations and restrictions in the note’s terms.