SUBSEQUENT EVENTS	3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 18 — SUBSEQUENT EVENTS In preparing these condensed consolidated financial statements, the Company has evaluated subsequent events to determine if any require recognition or disclosure. IPO and Reorganization Transactions On April 27, 2026, X-Energy, Inc., the holding company and sole manager of the Company, successfully closed an IPO in which X-Energy, Inc. issued and sold 50,892,857 shares of its Class A common stock for net proceeds aggregating approximately $1.1 billion, net of underwriting discounts of $67.3 million that were incurred by the Company. In connection with such IPO, the Company and X-Energy Inc. completed a series of organizational transactions (collectively, the “Reorganization Transactions”), which are described below: • XERC amended and restated its existing limited liability company agreement to, among other things, (i) effect a recapitalization in which all existing ownership interests in XERC were converted into one class of Common Units and (ii) appoint X-Energy, Inc. as the sole managing member of XERC. • X-Energy, Inc. amended and restated its certificate of formation to, among other things, authorize Class A and Class B common stock, with each share of either class entitling its holder to one vote per share on all matters presented to stockholders. • X-Energy, Inc. acquired Common Units of XERC held by the Blocker Companies (as defined below) pursuant to the Blocker Mergers (as defined below), in which the Blocker Companies merged with and into X-Energy, Inc., with X-Energy, Inc. as the surviving entity. Pursuant to such mergers, shareholders of the Blocker Companies received shares of Class A common stock as consideration. Blocker Companies are entities that were owners of Common Units in XERC prior to the Reorganization Transactions and are taxable as corporations for U.S. federal income tax purposes. Meanwhile, the Blocker Mergers represents the merger of each of the Blocker Companies with X-Energy, Inc. as part of the Reorganization Transactions, pursuant to which the shareholders of the Blocker Companies, which represents the owners of the Blocker Companies prior to the Reorganization Transactions, who exchanged their interests in the Blocker Companies for shares of our Class A common stock in connection with the consummation of the Blocker Mergers, receive shares of Class A common stock as consideration for the applicable Blocker Merger. • X-Energy, Inc. acquired (i) all of the Common Units of XERC held by the former equity owners (“Former Equity Owners”), which refers to those Original Equity Owners other than the Blocker Companies and the Continuing Equity Owners except for X-Energy Management LLC (“Management LLC”), who is addressed below, and (ii) a portion of the Common Units held by the Continuing Equity Owners, in each case in exchange for an equal number of shares of Class A common stock. Continuing Equity Owners collectively refer to those Original Equity Owners (which refers to the direct and certain indirect owners of XERC, including ACIP Investments Pooling LLC — Series 31, Ares X-Energy Co-Invest LP, Ares X-Energy Holdings LP, GM Enterprises, LLC, IBX Opportunity GP, Inc, X-Energy Holdings, LLC, Jane Street Global Trading, LLC and certain of their affiliates, but excluding Management LLC) that will own Common Units in XERC and our Class B common stock after the Reorganization Transactions and who may, following the consummation of our initial public offering, redeem their Common Units for shares of X-Energy, Inc.’s Class A common stock or cash, at X-Energy, Inc.’s election. • Management, LLC, a Delaware limited liability company, amended and restated its limited liability company agreement to, among other things, effect a recapitalization in which all existing ownership interests in Management LLC were converted into one class of Common Units. Subsequently, Management LLC contributed all of its Common Units of XERC to X-Energy, Inc. in exchange for an equal number of shares of Class A common stock, which shares remain subject to the same vesting conditions applicable to the corresponding Common Units immediately prior to such contribution. • X-Energy, Inc. issued to the Continuing Equity Owners shares of Class B common stock equal to the number of Common Units of XERC held by the Continuing Equity Owners in exchange for nominal consideration from the Continuing Equity Owners, resulting in a combined company organized in an umbrella partnership-C corporation (“Up-C”) structure, in which substantially all of the assets and the business of the company are held by XERC. Following the Reorganization Transactions and IPO, X-Energy, Inc. is a public holding company and its principal asset is a controlling equity interest in XERC. As the sole managing member of XERC, X-Energy, Inc. will operate and control all of the business and affairs of XERC and its subsidiaries. As a result, X-Energy, Inc. will consolidate XERC’s financial results and report a non-controlling interest related to the Common Units of XERC not owned by X-Energy, Inc. The Reorganization Transactions are considered transactions between entities under common control. As a result, the condensed consolidated financial statements for periods prior to the IPO and the Reorganization Transactions are the condensed consolidated financial statements of XERC as the predecessor to X-Energy, Inc. for accounting and reporting purposes. Tax Receivable Agreement (“TRA”) In connection with the IPO and related transactions, X-Energy, Inc. entered into a TRA with XERC and certain equity owners of XERC prior to the IPO (“TRA Holders”) that will provide for the payment by X-Energy, Inc. to the TRA Holders of 85% of the amount of cash tax savings, if any, that X-Energy, Inc. is deemed to realize (calculated using certain assumptions) as a result of certain tax basis adjustments. Registration Rights Agreement In connection with the IPO, X-Energy, Inc. entered into a Fourth Amended and Restated Registration Rights Agreement with certain holders of Common Units of XERC who received shares of Class A common stock or who hold rights to exchange Common Units for Class A common stock. The agreement provides these holders and certain of their affiliates with demand and piggyback registration rights, allowing them to require X-Energy, Inc. to register their shares for public sale under certain circumstances. X-Energy, Inc. will bear the registration expenses associated with these registrations. IPO Equity Awards In connection with the X-Energy, Inc. initial public offering, X-Energy, Inc. adopted the 2026 Equity Incentive Plan (“2026 Plan”), in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of the Company and employees and consultants or certain of our affiliates and to enable X-Energy, Inc. and its subsidiaries and certain of its affiliates to obtain and retain services of these individuals, which is essential to its long-term success. X-Energy, Inc.’s board of directors approved the conversion of existing PIUs that ultimately entitled them to restricted stock awards subject to the same provisions with respect to vesting, forfeiture, and transfer restrictions as the existing PIUs and the additional grant of stock options pursuant to the 2026 Plan to certain employees, including the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and Chief of Global Operations, and non-employee directors, which grants became effective in connection with the consummation of the offering (“IPO Equity Awards”). The IPO Equity Awards were granted only to current employees and non-employee directors who previously held PIUs. The IPO Equity Awards granted to the named executive officers were comprised of stock options that cover approximately 3.5 million shares of X-Energy, Inc.’s Common Stock, respectively based on the initial public offering price of $23.00 per share of Class A common stock. In addition, certain of X-Energy, Inc.’s directors who previously held PIUs received stock options, which cover an aggregate of approximately 0.1 million shares of Common Stock based on the initial public offering price of $23.00 per share of Class A common stock. Each stock option granted to named executive officers and directors will vest and become exercisable in substantially equal annual installments pursuant to the same vesting schedule as the grantee’s PIUs. The IPO Equity Awards granted to non-employee directors were composed of restricted stock awards with an aggregate grant date value of $0.9 million.

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2026

NOTE 18 — SUBSEQUENT EVENTS

In preparing these condensed consolidated financial statements, the Company has evaluated subsequent events to determine if any require recognition or disclosure.

IPO and Reorganization Transactions

On April 27, 2026, X-Energy, Inc., the holding company and sole manager of the Company, successfully closed an IPO in which X-Energy, Inc. issued and sold 50,892,857 shares of its Class A common stock for net proceeds aggregating approximately $1.1 billion, net of underwriting discounts of $67.3 million that were incurred by the Company.

In connection with such IPO, the Company and X-Energy Inc. completed a series of organizational transactions (collectively, the “Reorganization Transactions”), which are described below:

•

XERC amended and restated its existing limited liability company agreement to, among other things, (i) effect a recapitalization in which all existing ownership interests in XERC were converted into one class of Common Units and (ii) appoint X-Energy, Inc. as the sole managing member of XERC.

•

X-Energy, Inc. amended and restated its certificate of formation to, among other things, authorize Class A and Class B common stock, with each share of either class entitling its holder to one vote per share on all matters presented to stockholders.

•

X-Energy, Inc. acquired Common Units of XERC held by the Blocker Companies (as defined below) pursuant to the Blocker Mergers (as defined below), in which the Blocker Companies merged with and into X-Energy, Inc., with X-Energy, Inc. as the surviving entity. Pursuant to such mergers, shareholders of the Blocker Companies received shares of Class A common stock as consideration. Blocker Companies are entities that were owners of Common Units in XERC prior to the Reorganization Transactions and are taxable as corporations for U.S. federal income tax purposes. Meanwhile, the Blocker Mergers represents the merger of each of the Blocker Companies with X-Energy, Inc. as part of the Reorganization Transactions, pursuant to which the shareholders of the Blocker Companies, which represents the owners of the Blocker Companies prior to the Reorganization Transactions, who exchanged their interests in the Blocker Companies for shares of our Class A common stock in connection with the consummation of the Blocker Mergers, receive shares of Class A common stock as consideration for the applicable Blocker Merger.

•

X-Energy, Inc. acquired (i) all of the Common Units of XERC held by the former equity owners (“Former Equity Owners”), which refers to those Original Equity Owners other than the Blocker Companies and the Continuing Equity Owners except for X-Energy Management LLC (“Management LLC”), who is addressed below, and (ii) a portion of the Common Units held by the Continuing Equity Owners, in each case in exchange for an equal number of shares of Class A common stock. Continuing Equity Owners collectively refer to those Original Equity Owners (which refers to the direct and certain indirect owners of XERC, including ACIP Investments Pooling LLC — Series 31, Ares X-Energy Co-Invest LP, Ares X-Energy Holdings LP, GM Enterprises, LLC, IBX Opportunity GP, Inc, X-Energy Holdings, LLC, Jane Street Global Trading, LLC and certain of their affiliates, but excluding Management LLC) that will own Common Units in XERC and our Class B common stock after the Reorganization Transactions and who may, following the consummation of our initial public offering, redeem their Common Units for shares of X-Energy, Inc.’s Class A common stock or cash, at X-Energy, Inc.’s election.

•

Management, LLC, a Delaware limited liability company, amended and restated its limited liability company agreement to, among other things, effect a recapitalization in which all existing ownership interests in Management LLC were converted into one class of Common Units. Subsequently, Management LLC contributed all of its Common Units of XERC to X-Energy, Inc. in exchange for an equal number of shares of Class A common stock, which shares remain subject to the same vesting conditions applicable to the corresponding Common Units immediately prior to such contribution.

•

X-Energy, Inc. issued to the Continuing Equity Owners shares of Class B common stock equal to the number of Common Units of XERC held by the Continuing Equity Owners in exchange for nominal consideration from the Continuing Equity Owners, resulting in a combined company organized in an umbrella partnership-C corporation (“Up-C”) structure, in which substantially all of the assets and the business of the company are held by XERC.

Following the Reorganization Transactions and IPO, X-Energy, Inc. is a public holding company and its principal asset is a controlling equity interest in XERC. As the sole managing member of XERC, X-Energy, Inc. will operate and control all of the business and affairs of XERC and its subsidiaries. As a result, X-Energy, Inc. will consolidate XERC’s financial results and report a non-controlling interest related to the Common Units of XERC not owned by X-Energy, Inc.

The Reorganization Transactions are considered transactions between entities under common control. As a result, the condensed consolidated financial statements for periods prior to the IPO and the Reorganization Transactions are the condensed consolidated financial statements of XERC as the predecessor to X-Energy, Inc. for accounting and reporting purposes.

Tax Receivable Agreement (“TRA”)

In connection with the IPO and related transactions, X-Energy, Inc. entered into a TRA with XERC and certain equity owners of XERC prior to the IPO (“TRA Holders”) that will provide for the payment by X-Energy, Inc. to the TRA Holders of 85% of the amount of cash tax savings, if any, that X-Energy, Inc. is deemed to realize (calculated using certain assumptions) as a result of certain tax basis adjustments.

Registration Rights Agreement

In connection with the IPO, X-Energy, Inc. entered into a Fourth Amended and Restated Registration Rights Agreement with certain holders of Common Units of XERC who received shares of Class A common stock or who hold rights to exchange Common Units for Class A common stock. The agreement provides these holders and certain of their affiliates with demand and piggyback registration rights, allowing them to require X-Energy, Inc. to register their shares for public sale under certain circumstances. X-Energy, Inc. will bear the registration expenses associated with these registrations.

IPO Equity Awards

In connection with the X-Energy, Inc. initial public offering, X-Energy, Inc. adopted the 2026 Equity Incentive Plan (“2026 Plan”), in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of the Company and employees and consultants or certain of our affiliates and to enable X-Energy, Inc. and its subsidiaries and certain of its affiliates to obtain and retain services of these individuals, which is essential to its long-term success.

X-Energy, Inc.’s board of directors approved the conversion of existing PIUs that ultimately entitled them to restricted stock awards subject to the same provisions with respect to vesting, forfeiture, and transfer restrictions as the existing PIUs and the additional grant of stock options pursuant to the 2026 Plan to certain employees, including the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and Chief of Global Operations, and non-employee directors, which grants became effective in connection with the consummation of the offering (“IPO Equity Awards”). The IPO Equity Awards were granted only to current employees and non-employee directors who previously held PIUs.

The IPO Equity Awards granted to the named executive officers were comprised of stock options that cover approximately 3.5 million shares of X-Energy, Inc.’s Common Stock, respectively based on the initial public offering price of $23.00 per share of Class A common stock. In addition, certain of X-Energy, Inc.’s directors who previously held PIUs received stock options, which cover an aggregate of approximately 0.1 million shares of Common Stock based on the initial public offering price of $23.00 per share of Class A common stock.

Each stock option granted to named executive officers and directors will vest and become exercisable in substantially equal annual installments pursuant to the same vesting schedule as the grantee’s PIUs.

The IPO Equity Awards granted to non-employee directors were composed of restricted stock awards with an aggregate grant date value of $0.9 million.