Form 4 for XOS Xos, Inc.

Accepted 2026-05-08 17:29:37 ET · period of report 2025-08-25 · accession 0001878366-26-000015 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
D	2026-05-08 17:29	2025-08-25	XOS	Aljomaih Automotive Co.	10%	C - Cnv Deriv	—	+1.80M	2.45M	+280%	—
D	2026-05-08 17:29	2025-08-25	XOS	Aljomaih Automotive Co.	10%	C - Cnv Deriv	—	-6.01M	279.9K	-96%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2025-08-25	C	A	1,803,262	—	2,446,637	D	—	—	(F1) The Second Amended and Restated Convertible Promissory Note ("Convertible Note") made by the Issuer to the Reporting Person provided that interest accrued on the Convertible Note through August 11, 2025, shall be paid by the Issuer in shares of Common Stock ("Interest Shares") on August 25, 2025. (F2) Accrued interest on the Convertible Note is payable by the Issuer in 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. Based upon the 10-day VWAP as of August 25, 2025 of $3.33338 per share, 1,803,262 Interest Shares were issued upon conversion of $6,010,959 of accrued interest on the Convertible Note. The entire principal amount of the Convertible Note remained outstanding following such transaction.
2	Derivative	Convertible Note	2025-08-25	C	D	6,010,959	—	279,912	D	$71.45 · — to 2028-02-11	1,803,262 Common Stock	(F3) 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 $71.451 per share. Accrued interest on the Convertible Note is payable by the Issuer in 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. (F1) The Second Amended and Restated Convertible Promissory Note ("Convertible Note") made by the Issuer to the Reporting Person provided that interest accrued on the Convertible Note through August 11, 2025, shall be paid by the Issuer in shares of Common Stock ("Interest Shares") on August 25, 2025. (F4) 1,803,262 Interest Shares were issued upon conversion of $6,010,959 of accrued interest on the Convertible Note. (F6) This was a conversion of accrued interest and not a sale. (F5) 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. (F2) Accrued interest on the Convertible Note is payable by the Issuer in 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. Based upon the 10-day VWAP as of August 25, 2025 of $3.33338 per share, 1,803,262 Interest Shares were issued upon conversion of $6,010,959 of accrued interest on the Convertible Note. The entire principal amount of the Convertible Note remained outstanding following such transaction. (F7) The $20,000,000 principal amount of Convertible Notes outstanding at August 25, 2025 was convertible into 279,912 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 5).