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Aljomaih Automotive Co. and Aljomaih Holding Co. report beneficial ownership of 3,738,303 shares of Xos common stock, representing 28.0% of the class. This includes 2,446,637 shares held directly and 1,291,666 shares issuable upon conversion of a $15,500,000 convertible promissory note.
A Third Amended and Restated Convertible Promissory Note dated May 8, 2026 reduces the conversion price from $71.451 per share to $12.00 per share and adds a mandatory conversion feature if the Daily VWAP exceeds $16.00 for twenty out of thirty consecutive trading days. Earlier amendments led to the issuance of 1,803,262 “Interest Shares” for about $6.0 million of accrued interest and set a quarterly principal repayment schedule through February 11, 2028. The reporting persons state they may buy or sell additional shares subject to applicable law.
Xos, Inc. has amended its financing arrangement with Aljomaih Automotive by entering into a Third Amended and Restated Convertible Promissory Note. The original $20 million convertible note’s conversion price is reduced from $71.451 per share to $12.00 per share of common stock, increasing the number of shares issuable upon conversion. The amendment also adds a mandatory conversion feature allowing Xos to compel conversion if the common stock’s Daily VWAP exceeds $16.00 per share for at least twenty out of thirty consecutive trading days. All other material terms of the convertible note remain unchanged.
Xos, Inc. Chief Executive Officer Dakota Semler reported a routine tax-related share disposition. The company withheld 14,538 shares of common stock at $1.85 per share to cover tax obligations tied to the vesting of previously granted Restricted Stock Units (RSUs), rather than an open-market sale. After this withholding, Semler directly holds 877,061 common shares, including 499,430 unvested RSUs that may convert into additional shares as they vest.
Xos, Inc. Chief Operating Officer and director Giordano Sordoni reported a routine tax-withholding share disposition tied to restricted stock vesting. The company withheld 9,637 shares of common stock at $1.85 per share to cover tax obligations from previously granted RSU awards.
After this non-market transaction, Sordoni directly holds 1,636,043 shares of Xos common stock, which includes 492,795 unvested restricted stock units that may settle into additional shares over time.
Xos, Inc. Chief Financial Officer Liana Pogosyan reported a routine tax-related share withholding. On the transaction date, 3,163 shares of common stock were withheld by the company at a price of $1.85 per share to cover tax obligations arising from vesting of previously granted Restricted Stock Units (RSUs). After this disposition, she holds 163,752 common shares directly, which includes 112,911 unvested RSUs that may convert into additional shares as they vest.
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.
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.
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.
Aljomaih Automotive Co., a 10% owner of Xos, Inc., converted accrued interest on its Second Amended and Restated Convertible Promissory Note into common stock. On August 25, 2025, Xos paid $6,010,959 of accrued interest in 1,803,262 "Interest Shares" based on a 10-day VWAP of $3.33338 per share. This was a conversion of accrued interest and not a sale. Following the transaction, Aljomaih held 2,446,637 shares of common stock and continued to hold Convertible Notes with $20,000,000 principal, convertible into 279,912 shares at $71.451 per share, with additional interest potentially payable in stock under the note’s terms.
Aljomaih Automotive Co. and Aljomaih Holding Co. report beneficial ownership of 2,726,549 Xos common shares, representing 25.3% of the outstanding class. This includes 2,446,637 shares held directly and 279,912 shares issuable upon conversion of a $20,000,000 Convertible Promissory Note.
On August 25, 2025 Xos issued 1,803,262 "Interest Shares" to Aljomaih in lieu of roughly $6.0 million of accrued interest on the Note, which bears interest at 10% per year. The Note’s $20 million principal is now scheduled to be repaid over ten quarterly installments from November 11, 2025 through February 11, 2028.
A related letter agreement caps the combined shares issuable for Note interest and principal conversion at 1,737,247 shares, described as 19.99% of Xos’s common stock immediately before the 2025 amendments. Aljomaih’s right of first offer to distribute Xos products in the Middle East was also extended until at least February 11, 2028 or full Note repayment.