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Form SCHEDULE 13D/A Xos, Inc. Filed by: Aljomaih Automotive Co.

May 8, 2026 5:25 PM





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
(1) [Line 2(b)] This Schedule 13D/A is filed by Aljomaih Automotive Co. ("Aljomaih") and Aljomaih Holding Co. ("Holding Co") (Aljomaih and Holding Co are herein collectively referred to as the "Reporting Persons"). The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D/A. (2) [Lines 8, 10 & 11] Consists of (i) 2,446,637 shares of Common Stock held directly by Aljomaih, and (ii) 279,912 shares of Common Stock that Aljomaih has the right to acquire upon conversion of $20.0 million principal amount of Convertible Promissory Note (the "Note") outstanding on August 25, 2025. Does not include shares of Common Stock issuable as payment of interest accrued on the Note since August 11, 2025 (at a rate of 10% per annum), which may be converted into Interest Shares at the 10-day VWAP (as defined in the Note) on the date of payment, subject to certain restrictions. (3) [Line 13] Based on approximately 10,773,757 outstanding shares of Common Stock, consisting of (i) 8,690,583 shares of Common Stock outstanding as of August 7, 2025 as reported on the Company's Form 10-Q filed August 13, 2025 (the "Form 10-Q"); (ii) the 1,803,262 Interest Shares issued to Aljomaih on August 25, 2025; and (iii) an additional 279,912 shares of Common Stock that Aljomaih had the right to acquire upon conversion of the Note as of August 25, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) [Line 2(b)] This Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D/A. (2) [Lines 8, 10 & 11] Consists of (i) 2,446,637 shares of Common Stock held by Aljomaih, and (ii) 279,912 shares of Common Stock that Aljomaih has the right to acquire upon conversion of $20.0 million principal amount of Note outstanding on August 25, 2025. Does not include shares of Common Stock issuable as payment of interest accrued on the 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. (3) [Line 13] Based on approximately 10,773,757 outstanding shares of Common Stock, consisting of (i) 8,690,583 shares of Common Stock outstanding as of August 7, 2025 as reported in the Form 10-Q; (ii) the 1,803,262 Interest Shares issued to Aljomaih on August 25, 2025; and (iii) an additional 279,912 shares of Common Stock that Aljomaih had the right to acquire upon conversion of the Note as of August 25, 2025.


SCHEDULE 13D


Aljomaih Automotive Co.
Signature:/s/ Ibrahim M. Aljomaih
Name/Title:Ibrahim M. Aljomaih, President and Director
Date:05/08/2026
Aljomaih Holding Co.
Signature:/s/ Ibrahim M. Aljomaih
Name/Title:Ibrahim M. Aljomaih, President and Director
Date:05/08/2026

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