ORGANIZATION AND NATURE OF BUSINESS	6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND NATURE OF BUSINESS	NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS Company Overview X-Energy, Inc. (“X-energy” or the “Company”) is a developer of advanced small modular nuclear reactors and fuel technology for clean energy generation. The Company was formed as a Delaware corporation on September 18, 2025, and is headquartered in Rockville, Maryland. On April 27, 2026, X-energy successfully closed an initial public offering (“IPO”) of its Class A common stock in which it issued and sold 50,892,857 shares of its Class A Common Stock (as defined in Note 10 — Stockholders' Equity and Mezzanine Equity) at a public offering price of $23.00 per share for proceeds aggregating approximately $1.1 billion, net of underwriting discounts and issuance costs of $67.3 million and $13.5 million, respectively, that were incurred by the Company. Pursuant to certain transactions completed in connection with the IPO, X-energy is a holding company, and its principal asset is a controlling equity interest in X-Energy Reactor Company, LLC (“XERC”). As the sole managing member of XERC, X-energy operates and controls all of the business and affairs of XERC and its subsidiaries. Completion of IPO In connection with the IPO, the Company and XERC completed a series of organizational transactions (collectively, the “Reorganization Transactions”), which resulted in a combined company organized in an umbrella partnership-C corporation (“Up-C”) structure, in which substantially all of the assets are held by XERC. The Reorganization Transactions included the following transactions: • 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 of membership interest in XERC (“Common Units”) and (ii) appoint X-energy as the sole managing member of XERC. • X-energy amended and restated its certificate of incorporation 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 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, with X-energy 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” represent the merger of each of the Blocker Companies with X-energy as part of the Reorganization Transactions, pursuant to which the shareholders of the Blocker Companies, which represent the owners of the Blocker Companies prior to the Reorganization Transactions, received shares of Class A common stock as consideration in the applicable Blocker Merger. • X-energy 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 (as defined below) other than the Blocker Companies and the Continuing Equity Owners (as defined below) except for X-Energy Management LLC, a Delaware limited liability company (“Management LLC”), which 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. “Original Equity Owners” are those direct and certain indirect owners of XERC, collectively, prior to the Reorganization Transactions, excluding Management LLC. “Continuing Equity Owners” collectively refer to those Original Equity Owners that own Common Units in XERC and the Company’s Class B common stock after the Reorganization Transactions and who may, subject to the terms of the related agreement and applicable lock-up restrictions, redeem their Common Units for either shares of X-energy’s Class A common stock or cash at X-energy’s election. • Management LLC 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 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 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 cash consideration from the Continuing Equity Owners. • X-energy entered into a Tax Receivable Agreement (“TRA”) with XERC and certain equity owners of XERC prior to the IPO (“TRA Holders”) that provides for the payment by X-energy to the TRA Holders of 85% of the amount of cash tax savings, if any, that X-energy actually realizes, or in some circumstances is deemed to realize (calculated using certain assumptions), as a result of certain tax basis adjustments. Following the Reorganization Transactions, XERC became a Variable Interest Entity (“VIE”) with X-energy considered to be the primary beneficiary under Accounting Standards Codification (“ASC”) 810, Consolidation, since as the sole managing member of XERC, X-energy operates and controls all the business and affairs of XERC and its subsidiaries. Additionally, the Company may not be removed or replaced by the non-managing members. Since XERC is the predecessor of X-energy for accounting and reporting purposes, the condensed consolidated financial statements for periods prior to the IPO reflect the historical operations of XERC.

ORGANIZATION AND NATURE OF BUSINESS

6 Months Ended

Jun. 30, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS

Company Overview

X-Energy, Inc. (“X-energy” or the “Company”) is a developer of advanced small modular nuclear reactors and fuel technology for clean energy generation. The Company was formed as a Delaware corporation on September 18, 2025, and is headquartered in Rockville, Maryland.

On April 27, 2026, X-energy successfully closed an initial public offering (“IPO”) of its Class A common stock in which it issued and sold 50,892,857 shares of its Class A Common Stock (as defined in Note 10 — Stockholders' Equity and Mezzanine Equity) at a public offering price of $23.00 per share for proceeds aggregating approximately $1.1 billion, net of underwriting discounts and issuance costs of $67.3 million and $13.5 million, respectively, that were incurred by the Company. Pursuant to certain transactions completed in connection with the IPO, X-energy is a holding company, and its principal asset is a controlling equity interest in X-Energy Reactor Company, LLC (“XERC”). As the sole managing member of XERC, X-energy operates and controls all of the business and affairs of XERC and its subsidiaries.

Completion of IPO

In connection with the IPO, the Company and XERC completed a series of organizational transactions (collectively, the “Reorganization Transactions”), which resulted in a combined company organized in an umbrella partnership-C corporation (“Up-C”) structure, in which substantially all of the assets are held by XERC. The Reorganization Transactions included the following transactions:

•

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 of membership interest in XERC (“Common Units”) and (ii) appoint X-energy as the sole managing member of XERC.

•

X-energy amended and restated its certificate of incorporation 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 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, with X-energy 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” represent the merger of each of the Blocker Companies with X-energy as part of the Reorganization Transactions, pursuant to which the shareholders of the Blocker Companies, which represent the owners of the Blocker Companies prior to the Reorganization Transactions, received shares of Class A common stock as consideration in the applicable Blocker Merger.

•

X-energy 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 (as defined below) other than the Blocker Companies and the Continuing Equity Owners (as defined below) except for X-Energy Management LLC, a Delaware limited liability company (“Management LLC”), which 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. “Original Equity Owners” are those direct and certain indirect owners of XERC, collectively, prior to the Reorganization Transactions, excluding Management LLC. “Continuing Equity Owners” collectively refer to those Original Equity Owners that own Common Units in XERC and the Company’s Class B common stock after the Reorganization Transactions and who may, subject to the terms of the related agreement and applicable lock-up restrictions, redeem their Common Units for either shares of X-energy’s Class A common stock or cash at X-energy’s election.

•

Management LLC 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 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 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 cash consideration from the Continuing Equity Owners.

•

X-energy entered into a Tax Receivable Agreement (“TRA”) with XERC and certain equity owners of XERC prior to the IPO (“TRA Holders”) that provides for the payment by X-energy to the TRA Holders of 85% of the amount of cash tax savings, if any, that X-energy actually realizes, or in some circumstances is deemed to realize (calculated using certain assumptions), as a result of certain tax basis adjustments.

Following the Reorganization Transactions, XERC became a Variable Interest Entity (“VIE”) with X-energy considered to be the primary beneficiary under Accounting Standards Codification (“ASC”) 810, Consolidation, since as the sole managing member of XERC, X-energy operates and controls all the business and affairs of XERC and its subsidiaries. Additionally, the Company may not be removed or replaced by the non-managing members.

Since XERC is the predecessor of X-energy for accounting and reporting purposes, the condensed consolidated financial statements for periods prior to the IPO reflect the historical operations of XERC.