v3.26.1
STOCKHOLDERS' EQUITY AND MEZZANINE EQUITY
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
STOCKHOLDERS' EQUITY AND MEZZANINE EQUITY

NOTE 10 — STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY

Stockholders’ Equity

X-energy amended and restated its certificate of incorporation effective April 23, 2026 to authorize (i) 1,868.0 million shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), (ii) 132.0 million shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”), and (iii) 10.0 million shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). Holders of both Class A Common Stock and Class B Common Stock are entitled to one vote per share held and shall vote together as a single class on all matters on which stockholders are generally entitled to vote. Holders of Class B Common Stock also hold and have rights to redeem XERC Common Units (defined below) for shares of Class A Common Stock. Each holder of Class B Common Stock holds an equal number of XERC Common Units. Subject to the terms of XERC’s Eighth Amended and Restated Limited Liability Company Agreement, such holders have the right to have XERC redeem their XERC Common Units for shares of Class A Common Stock on a one-for-one basis. Upon any such redemption of XERC Common Units, the corresponding shares of Class B Common Stock held by such holders are required to be surrendered and immediately canceled.

No Preferred Stock has been issued or is outstanding as of June 30, 2026.

XERC’s Mezzanine Equity

Prior to the Reorganization Transactions, XERC had more than one class of units - Class A and Class B common units (collectively, the “XERC Common Units”) and Preferred Units (as defined below) - which were classified within Mezzanine equity. In connection with the IPO and Reorganization Transactions completed in April 2026, XERC recapitalized all existing ownership interests in the entity into a single class of Common Units, which were partially acquired by X-energy in exchange for shares of X-energy’s Class A Common Stock, with shares of Class B Common Stock separately issued to the Continuing Equity Owners for nominal consideration. Refer to Note 1 — Organization and Nature of Business for additional information regarding the IPO and related changes to XERC’s capital structure and Unit holder rights. As a result of this recapitalization, there is no Mezzanine equity remaining on the condensed consolidated balance sheets as of June 30, 2026.

The following table sets forth the number of XERC Common Units and Preferred Units outstanding by unit class and the carrying value of these units at December 31, 2025 (in thousands except units):

 

 

 

December 31, 2025

 

Unit Class

 

Units Authorized

 

 

Units Issued and Outstanding

 

 

Amount

 

 

Liquidation Preference

 

Common units:

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

367,055,779

 

 

 

3,128,026

 

 

$

1,800

 

 

$

—

 

Class B

 

 

41,149,242

 

 

 

16,838,205

 

 

 

93,353

 

 

 

—

 

Preferred units (redeemable and convertible):

 

 

 

 

 

 

 

 

 

 

 

 

Series A

 

 

90,625,588

 

 

 

90,625,588

 

 

 

218,408

 

 

 

52,146

 

Series A-1

 

 

8,808,351

 

 

 

8,808,351

 

 

 

21,477

 

 

 

67,250

 

Series B

 

 

11,643,171

 

 

 

11,643,171

 

 

 

101,382

 

 

 

120,214

 

Series C

 

 

41,418,916

 

 

 

39,963,592

 

 

 

265,797

 

 

 

305,114

 

Series C-1

 

 

162,246,180

 

 

 

107,908,114

 

 

 

686,715

 

 

 

874,999

 

Series D

 

 

48,154,955

 

 

 

48,154,955

 

 

 

677,623

 

 

 

700,000

 

Total

 

 

771,102,182

 

 

 

327,070,002

 

 

$

2,066,555

 

 

$

2,119,723

 

The following are the relevant terms related to XERC’s Preferred Units (as defined below) and XERC Common Units:

XERC’s Class A and Class B Common Units

The holders of Class A common units were entitled to one vote for each unit of Class A common units held at all meetings of unitholders. The Class B common units generally had the same rights and preferences as the Class A common units; provided, however, the Class B common units did not have voting rights and were profits interests subject to a participation threshold and a grant agreement under the XERC’s unit-based compensation plan.

In connection with the IPO and Reorganization Transactions, XERC recapitalized and converted the XERC Common Units and Preferred Units (defined below) into a single class of Common Units. Refer to Note 1 — Organization and Nature of Business for additional information regarding conversion of Common Units.

XERC’s Preferred Units

The Series A Preferred Units, the Series A-1 Preferred Units, the Series B Preferred Units, the Series C Preferred Units, the Series C-1 Preferred Units, and the Series D Preferred Units (collectively, “Preferred Units”) were issued in one or more series, each of such series consisting of such number of units and to have such terms, rights, powers and preferences, and the qualifications and limitation with respect thereto, as stated or expressed in the original or amended limited liability company agreement of XERC.

The holders of Preferred Units, except for Series A-1 Preferred Units, were entitled to vote for members of the board of directors in whatever manner necessary to ensure that the size of the board of directors of the Company was set and remained at nine directors who served as the managers of XERC. Holders of Series A-1 Preferred Units did not vote on the board of directors.

In connection with the IPO and Reorganization Transactions, the Preferred Units were recapitalized into a single class of Common Units. Refer to Note 1 — Organization and Nature of Business for additional information regarding conversion of Common Units.

Cumulative Preferred Return

The Preferred Units had an annual 3% cumulative preferred return on the original issuance price, beginning on the date such Preferred Units were issued. In connection with the IPO and Reorganization Transactions, all outstanding Preferred Units and XERC Common Units were recapitalized into a single class of Common Units of XERC. Certain of these Common Units of XERC were ultimately acquired by X-energy in exchange for shares of Class A Common Stock. The Preferred Unit holders’ cumulative preferred return was satisfied through these transactions. As of December 31, 2025, the cumulative preferred return not reflected in the condensed consolidated balance sheet for Series A, A-1, B, C, C-1, and D Preferred Units was $7.0 million, $4.2 million, $14.1 million, $14.2 million, $24.4 million, and $2.3 million, respectively. In the event of a deemed liquidation, the cumulative preferred return was payable solely for the Series B Preferred Units and therefore has been incorporated into the Series B Preferred Units liquidation preference amount disclosed above. The cumulative preferred return on the remaining units was subject to the discretion of the board of directors.

Classification

Under ASC 480, a redeemable equity security is to be classified as temporary or mezzanine equity if it is conditionally redeemable upon the occurrence of an event that is not solely within the control of the issuer.

The XERC Common and Preferred Units of XERC were redeemable for cash upon the occurrence of a deemed liquidation event. As of December 31, 2025, a deemed liquidation event was not considered probable, and the occurrence of such an event was considered to be outside of XERC’s control. Accordingly, XERC’s Preferred Units and XERC Common Units were considered conditionally redeemable upon the occurrence of an event that is not solely within the control of the issuer and, therefore, XERC classified the Preferred Units and XERC Common Units as Mezzanine equity in the condensed consolidated balance sheets as of December 31, 2025. The Mezzanine equity amount related to XERC Common Units issued as unit-based compensation is the grant date redemption value, or the modification date redemption value, as applicable. The difference between the grant date fair value and the redemption value for vested awards is presented in permanent equity. As of December 31, 2025, $74.9 million was presented within Mezzanine equity. The excess of grant date redemption value over grant date fair value for vested awards has been recorded within Additional paid-in capital as of December 31, 2025.