Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Aljomaih Automotive Co. 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) (Last) (First) (Middle) C/O XOS, INC., 3550 TYBURN STREET, UNIT 100 3. Date of Earliest Transaction (Month/Day/Year) 08/25/2025 (Street) LOS ANGELES, CA 90065 4. If Amendment, Date 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 (City) (State) (Zip) 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

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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Aljomaih Automotive Co. C/O XOS, INC. 3550 TYBURN STREET, UNIT 100 LOS ANGELES, CA 90065		X

Signatures

Ibrahim M. Aljomaih, President and Director		05/08/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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).

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