Xos caps convertible note conversion and interest shares at 1.74M (19.99%) pending Nasdaq stockholder approval

Xos, Inc.

Aljomaih amendment limits aggregate shares issuable under $20M convertible note to 1,737,247 (19.99% of outstanding).
Interest payable in cash if 10-day VWAP below $3.04 and no stockholder approval; cash due by Aug 11, 2026 or approval date.
Company must use commercially reasonable efforts to obtain Nasdaq stockholder approval for issuance above limit.
Letter also restricts issuance if it would violate Nasdaq Rule 5635.
Effective as of Aug 8, 2025; amends the Second Amended and Restated Convertible Promissory Note.

item 1.01item 9.01

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