NOTE 11 — EQUITY-BASED COMPENSATION

2026 Equity Incentive Plan

In connection with the IPO, the Company adopted the 2026 Equity Incentive Plan (“2026 Plan”) to facilitate the grant of equity incentives to directors, employees, and consultants of the Company and employees and consultants of certain of its affiliates and to enable X-energy and its subsidiaries to obtain and retain services of these individuals, which is essential to its long-term success.

As of June 30, 2026, there were 37.5 million shares of the Company’s Class A Common Stock available for award issuance under the 2026 Plan. The number of shares available for issuance under the 2026 Plan will automatically increase on the first day of each calendar year, beginning on and including January 1, 2027 through January 1, 2036, in an amount equal to the lesser of (a) a number of shares equal to 5% of the aggregate number of shares of Class A Common Stock and Class B Common Stock outstanding on the last day of the immediately preceding calendar year, or (b) such smaller number of shares as determined by the board of directors.

Profits Interest Units Conversion and IPO Options (defined below) Awards

In connection with the IPO, X-energy’s board of directors approved the conversion of existing Profits Interest Units (“PIUs”) into a combination of shares of Class A Common Stock for vested PIUs and Restricted Stock Awards (“RSAs”) for unvested PIUs (the “PIU Conversion”). The conversion ratio of PIUs into shares of Class A Common Stock and RSAs was determined based on the IPO price of $23.00 per share and the participation threshold for each PIU.

Certain PIU holders who were active employees, including the Chief Executive Officer, Chief Financial Officer, and Chief of Global Operations (collectively, the “Named Executive Officers”), or directors, as of the closing of the Reorganization Transactions, were also granted stock options (“IPO Options”) with an exercise price equal to $23.00 per share in an amount equal to the difference between the original number of PIUs and the aggregate number of shares of Class A Common Stock and/or RSAs they received pursuant to the PIU Conversion. The RSAs and IPO Options are subject to the same vesting schedule that applied to the underlying or related PIUs, as applicable.

The effect of the PIU Conversion and IPO Options grant was accounted for as a Type I modification under ASC 718, Stock Compensation, and the incremental compensation cost for vested IPO Options totaled $20.2 million, which was recognized as a one-time charge immediately upon modification on April 24, 2026. The Company will recognize $103.8 million of incremental compensation cost over the remaining service period for the unvested IPO Options.

The IPO Options granted to the Named Executive Officers were comprised of stock options that cover approximately 3.5 million shares of X-energy’s Class A Common Stock based on the initial public offering price of $23.00 per share. In addition, certain of X-energy’s directors were also granted IPO Options, which cover an aggregate of approximately 0.1 million shares of Class A Common Stock based on the initial public offering price of $23.00 per share of Class A Common Stock.

Equity-Based and Unit-Based Compensation

The Company recognizes the grant date fair value of all equity-based and unit-based awards as compensation expense using the accelerated attribution method over the requisite service period of each vesting tranche. The Company has made a policy election to account for forfeitures as they occur.

Stock Options

For options granted under the 2026 Plan, the per-share exercise price must at least equal the fair value of the Company’s Class A Common Stock on the date of grant and generally have four-year ratable vesting schedules beginning on the grant date or, with respect to the IPO Options, the grant date of the underlying PIU, and their term may not exceed ten years. The following table summarizes the Company’s options and changes during the six months ended June 30, 2026:

As of June 30, 2026, $95.7 million of unrecognized compensation cost related to unvested options granted is expected to be recognized over a weighted average period of approximately 1.9 years.

In addition to the IPO Options, stock options were also granted to certain employees during the three months ended June 30, 2026. The fair value of the options was determined using the Black-Scholes option-pricing model based on the fair value of the underlying stock price and exercise price at the grant date and the significant inputs and assumptions summarized below:

Restricted Stock Awards

RSAs generally have four-year ratable vesting schedules beginning on the grant date, with restrictions on transferring shares prior to the final scheduled vesting date for each award. The fair value of the RSAs granted is derived from the fair value of the Company’s Class A Common Stock on the date of grant. The following table summarizes the Company’s RSAs and changes during the six months ended June 30, 2026:

As of June 30, 2026, $23.1 million of unrecognized compensation cost related to unvested RSAs granted is expected to be recognized over a weighted average period of approximately 2.0 years.

Restricted Stock Units

RSU grants to employees generally have a three to four-year ratable vesting schedule beginning on the grant date and RSU grants to non-employee directors generally vest on the earlier of the first anniversary of the grant date or the first annual meeting of stockholders following the grant date, with restrictions on transferring shares prior to the scheduled vesting date for each tranche. The shares of Class A Common Stock underlying the RSUs are not issued until the RSUs vest. The fair value of the RSUs granted is derived from the fair value of the Company’s Class A Common Stock on the date of grant.

As of June 30, 2026, $9.8 million of unrecognized compensation cost related to unvested RSUs granted is expected to be recognized over a weighted average period of approximately 1.9 years.