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Aljomaih Automotive cuts Xos (XOS) convertible note by $1.5M principal

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

Rhea-AI Filing Summary

Xos, Inc. reported that major holder Aljomaih Automotive Co. had a scheduled repayment of $1.5 million principal on a Convertible Note, which was repaid and extinguished at face value. That principal had been convertible into 20,993 shares of common stock at $71.451 per share.

Following this repayment, $18,500,000 principal amount of Convertible Notes remained outstanding, convertible into 258,919 shares of common stock at the same conversion price. Accrued interest continues to accrue at 10% per annum and may be paid in shares at a market-based 10-day VWAP, subject to limits that can trigger cash payment instead after certain dates or stockholder approval.

Positive

  • None.

Negative

  • None.
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 — 258,919 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 November 11, 2025, 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 $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).
Principal repaid $1,500,000 Scheduled repayment of Convertible Note principal on November 11, 2025
Shares tied to repaid principal 20,993 shares Common stock previously issuable at $71.451 per share
Remaining principal outstanding $18,500,000 Convertible Notes immediately following the transaction
Shares for remaining principal 258,919 shares Common stock issuable from remaining Convertible Notes at $71.451
Conversion price $71.451 per share Fixed price for conversion of principal into common stock
Interest rate 10% per annum Interest on Convertible Note principal since August 11, 2025
Convertible Note financial
"Principal amounts of the Convertible Notes are convertible at the holder's election"
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
"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
"may be converted into Interest Shares at the 10-day VWAP on the date of payment"
principal amount financial
"On November 11, 2025, the issuer made a scheduled repayment of $1.5 million principal amount"
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 financial
"The $18,500,000 principal amount of Convertible Notes outstanding immediately following the transaction was convertible into 258,919 shares"
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)
11/11/2025		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)11/11/2025J(2)1,500,000(3) (4)02/11/2028Common Stock20,993(3)$1,500,000(5)258,919(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 November 11, 2025, 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 $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).
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 Co. report in this Form 4 for XOS?

Aljomaih Automotive Co. reported a scheduled repayment of $1.5 million principal on a Xos Convertible Note. The note principal was repaid and extinguished at face value, reducing the outstanding convertible principal while leaving a larger balance still outstanding and convertible into common stock.

How many XOS shares were tied to the repaid $1.5 million Convertible Note principal?

The repaid $1.5 million principal was convertible into 20,993 shares of Xos common stock. This conversion amount used a fixed conversion price of $71.451 per share, representing the equity that would have been issuable if that principal had been converted instead of repaid.

What Convertible Note balance remains outstanding for Aljomaih with Xos (XOS)?

After the transaction, $18,500,000 principal of Xos Convertible Notes remained outstanding. That remaining principal is convertible into 258,919 shares of common stock at the same $71.451 conversion price, providing ongoing potential equity exposure for the noteholder.

At what rate does interest accrue on the Xos Convertible Note held by Aljomaih?

Interest on the Xos Convertible Note accrues at 10% per annum. Accrued interest since August 11, 2025 can be settled in shares, using a market-based 10-day VWAP conversion price, subject to limitations that may instead require cash payment after specified dates or approvals.

How can interest on the Xos (XOS) Convertible Note be paid to Aljomaih Automotive Co.?

Accrued interest on the Xos Convertible Note may be paid in common shares called Interest Shares. These shares are valued using a 10-day VWAP on the payment date, but certain limits may cap share issuance and require excess interest to be paid in cash after defined trigger dates.

What conversion rights does Aljomaih have on the remaining Xos Convertible Notes?

Aljomaih can elect to convert remaining Xos Convertible Note principal into common stock at $71.451 per share. This right applies after November 9, 2022, with accrued interest also potentially convertible into Interest Shares, subject to limits and possible cash payments if those limits are exceeded.