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Form 4 Xos, Inc. For: Aug 25 Filed by: Aljomaih Automotive Co.

May 8, 2026 5:29 PM
FORM 4 UNITED 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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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 CA 90065
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Xos, Inc. [ XOS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 08/25/2025 C (1) 1,803,262 A (2) 2,446,637 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Note $ 71.451 (3) 08/25/2025 C (1) 6,010,959 (4) (5) 02/11/2028 Common Stock 1,803,262 (2) (6) 279,912 (7) D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 1,803,262 Interest Shares were issued upon conversion of $6,010,959 of accrued interest on the Convertible Note.
5. 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.
6. This was a conversion of accrued interest and not a sale.
7. 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).
Ibrahim M. Aljomaih, President and Director 05/08/2026
** Signature of Reporting Person Date
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).
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