X-energy Inc.

06/16/2026 | Press release | Distributed by Public on 06/16/2026 15:30

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ghaffarian Kamal Seyed
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)
(Last) (First) (Middle)
C/O X-ENERGY, INC., 530 GAITHER ROAD, SUITE 700
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026
(Street)
ROCKVILLE, MD 20850
4. If Amendment, Date 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
(City) (State) (Zip)
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 06/12/2026 J(1) 279,438 A (1) 5,308,515 I See footnote(2)
Class A Common Stock 1,240,543 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ghaffarian Kamal Seyed
C/O X-ENERGY, INC.
530 GAITHER ROAD, SUITE 700
ROCKVILLE, MD 20850
X X
X-Energy Holdings, LLC
C/O X-ENERGY, INC.
530 GAITHER ROAD, SUITE 700
ROCKVILLE, MD 20850
X

Signatures

Kamal Ghaffarian By: /s/ Elizabeth Petrone, Attorney-in-Fact 06/16/2026
**Signature of Reporting Person Date
X-Energy Holdings, LLC By: Kamal Ghaffarian, Executive Chairman By: /s/ Elizabeth Petrone, Attorney-in-Fact 06/16/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On June 12, 2026, IBX, LLC perfected its security interest in 279,438 shares of the Issuer's Class A Common Stock to secure the payment in full of the amount owed to it under a non-negotiable promissory note made by an unaffiliated third party in favor of IBX, LLC and gave notice of default to such third party. On that date, the outstanding amount due under the note was $3,727,858. The balance owed under the note will increase at the rate of $1,414.00 per day, plus costs and expenses of collection. Based on the closing price for such shares on NASDAQ on June 12, 2026, of $18.59 per share, 200,530 shares would have been required to satisfy the note on that date. However, upon the actual transfer of the shares of the Issuer's Class A Common Stock, the number of shares transferred to satisfy the then-outstanding amount under the note may be different from that number up to 279,438 shares.
(2) Consists of (i) 471,774 shares of Class A Common Stock held by GM Enterprises, LLC, (ii) 3,951,679 shares of Class A Common Stock held by X-Energy Holdings, LLC, (iii) 12,973 shares of Class A Common Stock held by IBX Opportunity GP, Inc., (iv) 592,651 shares of Class A Common Stock held by X-energy KG Parent, LLC and (v) 279,438 shares of Class A Common Stock held by IBX, 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
X-energy Inc. published this content on June 16, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 16, 2026 at 21:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]