XOS · Xos, Inc.
Substantial doubt about the company's ability to continue as a going concern.
“The result of our ASC 205-40 analysis, due to uncertainties discussed below, is that there is substantial doubt about our ability to continue as a going concern through the next 12 months from the date of the unaudited condensed consolidated financial statements in this Report. As an early-stage company, we have mainly incurred net losses and cash outflows since our inception. We may continue to incur net losses and cash outflows in accordance with our operating plan as we continue to scale our operations to meet anticipated demand and seek to establish our product and service offerings. As a result, our ability to access capital is critical and until we can generate sufficient revenue to cover our operating expenses, working capital and capital expenditures, we will need to raise additional capital in order to fund and scale our operations. These conditions and events raise substantial doubt about our ability to continue as a going concern. Our unaudited condensed consolidated financial information does not include any adjustment that may result from the outcome of this uncertainty.”View the 10-Q filed Aug 13, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 3, 4 and 5. Form 4 must be filed within two business days of the trade.
Insider Sentiment Score
Peer-relative 0–100 rank of how aggressively insiders accumulated over the trailing 90 days. See the full ranking.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-08-10 | Sordoni Giordano |
Director, Chief Operating Officer |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right to receive one share of common stock upon settlement. Includes 412,242 unvested RSUs. |
Common Stock
|
13,663 |
| 2026-08-10 | Semler Dakota |
Director, Chief Executive Officer |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right to receive one share of common stock upon settlement. Includes 417,067 unvested RSUs. |
Common Stock
|
14,538 |
| 2026-08-10 | Pogosyan Liana |
Chief Financial Officer |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right to receive one share of common stock upon settlement. Includes 94,994 unvested RSUs. |
Common Stock
|
3,163 |
| 2026-07-17 | Richardson Michael Paul |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.11 to $2.18. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs. |
Common Stock
|
3,118 |
| 2026-07-17 | Jackson Alice K |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 29, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.11 to $2.18. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs. |
Common Stock
|
2,500 |
| 2026-07-17 | OSTERMANN DIETMAR |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.11 to $2.18. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs. |
Common Stock
|
4,159 |
| 2026-07-16 | Jackson Alice K |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 29, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.12 to $2.32. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs. |
Common Stock
|
2,500 |
| 2026-07-16 | Richardson Michael Paul |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.12 to $2.32. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs. |
Common Stock
|
3,119 |
| 2026-07-16 | OSTERMANN DIETMAR |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.12 to $2.32. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs. |
Common Stock
|
4,158 |
| 2026-07-15 | Jackson Alice K |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 29, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.23 to $2.40. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs. |
Common Stock
|
2,500 |
| 2026-07-15 | Richardson Michael Paul |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.23 to $2.40. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs. |
Common Stock
|
3,119 |
| 2026-07-15 | OSTERMANN DIETMAR |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.23 to $2.34. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs. |
Common Stock
|
4,159 |
| 2026-07-14 | OSTERMANN DIETMAR |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.34 to $2.435. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs |
Common Stock
|
4,158 |
| 2026-07-14 | Richardson Michael Paul |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.35 to $2.45. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs |
Common Stock
|
3,119 |
| 2026-07-14 | Jackson Alice K |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 29, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.35 to $2.43. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
Common Stock
|
2,500 |
| 2026-07-13 | OSTERMANN DIETMAR |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.325 to $2.44. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs |
Common Stock
|
4,159 |
| 2026-07-13 | Richardson Michael Paul |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.325 to $2.44. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs |
Common Stock
|
3,119 |
| 2026-07-13 | Jackson Alice K |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 29, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.325 to $2.44. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs |
Common Stock
|
2,500 |
| 2026-07-10 | Smith John F. |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
The shares reported in this transaction represent Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock upon settlement. The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day before the Company's 2027 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date. Includes 60,584 unvested RSUs. |
Common Stock
|
60,584 |
| 2026-07-10 | Richardson Michael Paul |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
The shares reported in this transaction represent Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock upon settlement. The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day before the Company's 2027 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date. Includes 60,584 unvested RSUs |
Common Stock
|
60,584 |
| 2026-07-10 | Sordoni Giordano |
Director, Chief Operating Officer |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right to receive one share of common stock upon settlement. Includes 439,093 unvested RSUs. |
Common Stock
|
9,916 |
| 2026-07-10 | RAPP EDWARD J |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
The shares reported in this transaction represent Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock upon settlement. The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day before the Company's 2027 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date. Includes 60,584 unvested RSUs |
Common Stock
|
60,584 |
| 2026-07-10 | Pogosyan Liana |
Chief Financial Officer |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right to receive one share of common stock upon settlement. Includes 100,966 unvested RSUs. |
Common Stock
|
3,163 |
| 2026-07-10 | Mattson George N |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
The shares reported in this transaction represent Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock upon settlement. The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day before the Company's 2027 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date. Includes 60,584 unvested RSUs |
Common Stock
|
60,584 |
| 2026-07-10 | Richardson Michael Paul |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.46 to $2.59. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs |
Common Stock
|
3,119 |
| 2026-07-10 | Jackson Alice K |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
The shares reported in this transaction represent RSUs that were issued to the Reporting Person in lieu of the cash retainer fees for the Reporting Person's service as a non-employee director and as Nominating and Corporate Governance Committee Chair in the second quarter of 2026. The RSUs reported vested immediately on the date of grant. Includes 60,584 unvested RSUs |
Common Stock
|
2,292 |
| 2026-07-10 | OSTERMANN DIETMAR |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.46 to $2.59. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs |
Common Stock
|
4,158 |
| 2026-07-10 | Semler Dakota |
Director, Chief Executive Officer |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right to receive one share of common stock upon settlement. Includes 444,521 unvested RSUs. |
Common Stock
|
14,538 |
| 2026-07-10 | RAPP EDWARD J |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
The shares reported in this transaction represent RSUs that were issued to the Reporting Person in lieu of the cash retainer for the Reporting Person's service as a non-employee director and as Audit Committee Chair in the second quarter of 2026. The RSUs reported vested immediately on the date of grant. Includes 60,584 unvested RSUs |
Common Stock
|
2,670 |
| 2026-07-10 | OSTERMANN DIETMAR |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
The shares reported in this transaction represent Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock upon settlement. The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day before the Company's 2027 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date. Includes 60,584 unvested RSUs |
Common Stock
|
60,584 |
| 2026-07-10 | Bernstein Stuart N. |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
The shares reported in this transaction represent Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock upon settlement. The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day before the Company's 2027 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date. Includes 60,584 unvested RSUs |
Common Stock
|
60,584 |
| 2026-07-10 | Jackson Alice K |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
The shares reported in this transaction represent Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock upon settlement. The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day before the Company's 2027 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date. Includes 60,584 unvested RSUs |
Common Stock
|
60,584 |
| 2026-07-10 | Jackson Alice K |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
The transaction reported on this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 29, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $2.46 to $2.59. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 60,584 unvested RSUs |
Common Stock
|
2,500 |
| 2026-06-30 | Bernstein Stuart N. |
Director |
Sell↓
|
Common Stock
|
2,000 |
| 2026-06-10 | Sordoni Giordano |
Director, Chief Operating Officer |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right to receive one share of common stock upon settlement. Includes 465,944 unvested RSUs. |
Common Stock
|
9,636 |
| 2026-06-10 | Pogosyan Liana |
Chief Financial Officer |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right to receive one share of common stock upon settlement. Includes 106,938 unvested RSUs. |
Common Stock
|
3,164 |
| 2026-06-10 | Semler Dakota |
Director, Chief Executive Officer |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right to receive one share of common stock upon settlement. Includes 471,975 unvested RSUs. |
Common Stock
|
14,538 |
| 2026-06-08 | OSTERMANN DIETMAR |
Director |
Sell↓
Filing footnotes — Common Stock (Direct)
Represents weighted average sales price. The shares were sold at prices ranging from $4.1785 to $5.1205. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 62,377 unvested RSUs. |
Common Stock
|
3,351 |
| 2026-06-04 | Emerald Green Trust |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Direct)
The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on November 21, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $4.52 to $5.43. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Following the reporting person's transactions on June 4, 2026, the reporting person ceased to be a beneficial owner of 10% or more of the Issuer's outstanding common stock. Accordingly, this Form 4 marks the reporting person no longer being subject to Section 16. |
Common Stock
|
200,000 |
| 2026-06-04 | Emerald Green Trust |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Direct)
The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on November 21, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $5.61 to $6.19. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Following the reporting person's transactions on June 4, 2026, the reporting person ceased to be a beneficial owner of 10% or more of the Issuer's outstanding common stock. Accordingly, this Form 4 marks the reporting person no longer being subject to Section 16. |
Common Stock
|
80,040 |
| 2026-06-04 | Bernstein Stuart N. |
Director |
Sell↓
Filing footnotes — Common Stock (Direct)
Represents weighted average sales price. The shares were sold at prices ranging from $5.07 to $5.4425. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 62,377 unvested RSUs. |
Common Stock
|
4,000 |
| 2026-06-03 | Emerald Green Trust |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Direct)
The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on November 21, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $5.445 to $6.43. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
Common Stock
|
98,800 |
| 2026-06-03 | Emerald Green Trust |
10% Owner |
Sell↓
Filing footnotes — Common Stock (Direct)
The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on November 21, 2025. Represents weighted average sales price. The shares were sold at prices ranging from $6.45 to $6.52. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
Common Stock
|
21,160 |
| 2026-05-28 | Semler Dakota |
Director, Chief Executive Officer |
Gift↓
Filing footnotes — Common Stock (Direct)
Bona Fide gifts by the Reporting Person to several persons who are not immediate family members of the Reporting Person. Includes 499,430 unvested RSUs. |
Common Stock
|
30,000 |
| 2026-05-20 | Bernstein Stuart N. |
Director |
Sell↓
Filing footnotes — Common Stock (Direct)
Represents weighted average sales price. The shares were sold at prices ranging from $2.00 to $2.0015. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. Includes 62,377 unvested RSUs. |
Common Stock
|
4,921 |
| 2026-05-11 | Aljomaih Automotive Co. |
10% Owner |
Other↓
Filing footnotes — Convertible Note (Direct)
On May 11, 2026, the issuer made a scheduled repayment of $1.5 million principal amount of the Convertible Note. 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. $1.5 million principal amount of the Convertible Note was repaid and extinguished for face value. 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. 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). |
Convertible Note
|
1,500,000 |
| 2026-05-10 | Pogosyan Liana |
Chief Financial Officer |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right to receive one share of common stock upon settlement. Includes 112,911 unvested RSUs. |
Common Stock
|
3,163 |
| 2026-05-10 | Sordoni Giordano |
Director, Chief Operating Officer |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right to receive one share of common stock upon settlement. Includes 492,795 unvested RSUs. |
Common Stock
|
9,637 |
| 2026-05-10 | Semler Dakota |
Director, Chief Executive Officer |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Awards. Each RSU represents a contingent right to receive one share of common stock upon settlement. Includes 499,430 unvested RSUs. |
Common Stock
|
14,538 |
| 2026-05-08 | Aljomaih Automotive Co. |
10% Owner |
Other↑
Filing footnotes — Convertible Note (Direct)
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. 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"). 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. 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. 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. 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. |
Convertible Note
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1,416,666 |