Xos lowers convertible note conversion price to $12/share; adds mandatory conversion trigger

Xos, Inc.

Third A&R Note reduces conversion price from $71.451 to $12.00 per share of common stock.
Mandatory conversion feature added: company may compel conversion if daily VWAP exceeds $16 for 20 of 30 consecutive trading days.
Note has $20M principal, 10% annual interest payable in shares, and matures on February 11, 2028.
Mandatory prepayment schedule continues through Feb 2028; May 11, 2026 prepayment of $1.5M is due.
Aljomaih Automotive Co. is the noteholder; the note is unregistered and subject to exchange cap of 1,737,247 shares.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Xos, Inc. amended Third Amended and Restated Convertible Promissory Note with Aljomaih Automotive Co. valued at $20 million (effective 2026-05-08).

Action: amendment
Agreement: notes offering
Counterparty: Aljomaih Automotive Co.
Value: $20 million
Effective: 2026-05-08

Exact text from the filing

On May 8, 2026 , the Company and Aljomaih Automotive Co. ("Aljomaih") entered into a Third Amended and Restated Convertible Promissory Note (the "Third A&R Note") .

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Xos, Inc. filing history →

Source: SEC EDGAR

accession 0001819493-26-000034

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