SEC FORM 4

SEC FORM 4SEC Form 4

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

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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note	$71.451⁽¹⁾	05/08/2026		J⁽²⁾			237,925	⁽³⁾	02/11/2028	Common Stock	237,925⁽⁴⁾	⁽⁵⁾	0⁽⁶⁾	D
Convertible Note	$12⁽¹⁾	05/08/2026		J⁽²⁾		1,416,666		⁽³⁾	02/11/2028	Common Stock	1,416,666⁽⁴⁾	⁽⁵⁾	1,416,666⁽⁶⁾	D
Convertible Note	$12	05/11/2026		J⁽⁷⁾			1,500,000⁽⁸⁾	⁽³⁾	02/11/2028	Common Stock	125,000⁽⁸⁾	$1,500,000⁽⁹⁾	1,291,666⁽¹⁰⁾	D

Explanation of Responses:

1. Prior to the Third Amendment and Restatement, principal amounts of the Convertible Note were convertible at the holder's election into shares of Common Stock of the issuer at a conversion price of $71.451 per share. Following the Third Amendment and Restatement, 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 $12.00 per share. Accrued interest on the Convertible Note is payable by the Issuer in shares of common stock ("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.

2. On May 8, 2026, the Reporting Person and the Issuer amended and restated the terms of the Convertible Promissory Note originally issued August 11, 2022, primarily to reduce the conversion price from $71.451 per share to $12.00 per share (the "Third Amendment and Restatement").

3. The principal amount plus any accrued and unpaid interest was 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.

4. As a result of the Third Amendment and Restatement, the conversion price of the Convertible Note was reduced from $71.451 per share to $12.00 per share, which resulted in the number of shares of Common Stock issuable upon conversion of principal increasing from 237,925 to 1,416,666.

5. This was an amendment affecting the conversion price of the principal amount and the number of shares issuable upon such conversion, not a purchase or sale.

6. The $17,000,000 principal amount of Convertible Notes outstanding at the time of the Third Amendment and Restatement was convertible into 1,416,666 shares of Common Stock at $12.00 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.

7. On May 11, 2026, the issuer made a scheduled repayment of $1.5 million principal amount of the Convertible Note.

8. The $1.5 million principal amount repaid was convertible into an aggregate of 125,000 shares of common stock, par value $0.0001 per share, of the issuer.

9. $1.5 million principal amount of the Convertible Note was repaid and extinguished for face value.

10. The $15,500,000 principal amount of Convertible Notes outstanding immediately following the transaction was convertible into 1,291,666 shares of Common Stock at $12.00 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 3).

Remarks:

	Ibrahim M. Aljomaih, President and Director	05/12/2026
	** 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).
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)