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Form 4 X-Energy, Inc. For: Apr 28 Filed by: Ghaffarian Kamal Seyed

April 29, 2026 4:27 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Ghaffarian Kamal Seyed
(Last) (First) (Middle)
C/O X-ENERGY, INC.
530 GAITHER ROAD, SUITE 700
(Street)
ROCKVILLE MD 20850
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
X-Energy, Inc. [ XE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 04/28/2026 A 6,522 A $ 0 (1) 1,240,543 D
Class A Common Stock 5,029,077 I See footnote (2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents the right to receive one share of Class A common stock. The RSUs will vest on the earlier to occur of (x) April 27, 2027 and (y) the date of the 2027 Annual Meeting, subject to continued service.
2. Consists of (i) 471,774 shares of Class A Common Stock and 8,963,719 Common Units and a corresponding number of shares of Class B Common Stock held by GM Enterprises, LLC, (ii) 3,951,679 shares of Class A Common Stock and 75,081,916 Common Units and a corresponding number of shares of Class B Common Stock held by X-Energy Holdings, LLC, (iii) 12,973 shares of Class A Common Stock and 246,498 Common Units and a corresponding number of shares of Class B Common Stock held by IBX Opportunity GP, Inc. and (iv) 592,651 shares of Class A Common Stock held by X-energy KG Parent, LLC. Dr. Kamal Ghaffarian has sole voting and dispositive power with respect to securities held by each of the foregoing entities. Dr. Kamal Ghaffarian disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
/s/ Elizabeth Petrone, Attorney-in-Fact 04/29/2026
** Signature of Reporting Person Date
By: Kamal Ghaffarian, Executive Chairman, By: /s/ Elizabeth Petrone, Attorney-in-Fact 04/29/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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