Director Ghaffarian Kamal Seyed acquired 279,438 shares (SEC Form 4)
$XE
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
X-Energy, Inc. [ XE ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/12/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 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. |
| Kamal Ghaffarian By: /s/ Elizabeth Petrone, Attorney-in-Fact | 06/16/2026 | |
| X-Energy Holdings, LLC By: Kamal Ghaffarian, Executive Chairman By: /s/ Elizabeth Petrone, Attorney-in-Fact | 06/16/2026 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||