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X-Energy (XE) CEO Jeffrey Sell reports 3.7M shares and major option grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

X-Energy, Inc. Chief Executive Officer Jeffrey Clay Sell filed an initial Form 3 detailing his ownership in the company. He reports direct holdings of 3,747,172 shares of Class A Common Stock, which include 1,439,004 shares of restricted stock.

Sell also holds a stock option covering 1,281,329 underlying shares of Class A Common Stock at an exercise price of $23.00 per share, expiring on April 24, 2036. The option is currently vested as to 284,534 shares, with additional portions scheduled to vest in installments beginning in 2026 and 2027. The filing reflects existing positions rather than new market transactions.

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Insider SELL JEFFREY CLAY
Role Chief Executive Officer
Type Security Shares Price Value
holding Stock Option -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Stock Option — 1,281,329 shares (Direct, null); Class A Common Stock — 3,747,172 shares (Direct, null)
Footnotes (1)
  1. Includes 1,439,004 shares of restricted stock. The stock option is vested as to 284,534 of the underlying shares. The stock option vests as to 284,534 of the underlying shares in two substantially equal annual installments beginning on January 1, 2027, and as to 712,261 of the underlying shares in four substantially equal annual installments beginning on December 23, 2026.
Class A shares owned 3,747,172 shares Direct Class A Common Stock beneficial ownership on Form 3
Restricted stock included 1,439,004 shares Portion of Class A Common Stock reported as restricted stock
Option underlying shares 1,281,329 shares Underlying Class A Common Stock for reported stock option
Option exercise price $23.00 per share Exercise price of the CEO’s stock option
Option expiration April 24, 2036 Expiration date of the reported stock option
Currently vested option shares 284,534 shares Underlying shares currently vested under the stock option
Future vesting tranche 284,534 shares Underlying shares vesting in two annual installments from January 1, 2027
Larger future vesting tranche 712,261 shares Underlying shares vesting in four annual installments from December 23, 2026
restricted stock financial
"Includes 1,439,004 shares of restricted stock."
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
Stock Option financial
"The stock option is vested as to 284,534 of the underlying shares."
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
underlying shares financial
"The stock option is vested as to 284,534 of the underlying shares."
vests financial
"The stock option vests as to 284,534 of the underlying shares in two substantially equal annual installments"
Understanding Insider Trading Forms →
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
SELL JEFFREY CLAY
(Last)(First)(Middle)
C/O X-ENERGY, INC.
530 GAITHER ROAD, SUITE 700
(Street)
ROCKVILLE MARYLAND 20850
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2026		3. Issuer Name and Ticker or Trading Symbol
X-Energy, Inc. [ XE ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock3,747,172(1)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (2)04/24/2036Class A Common Stock1,281,329$23D
Explanation of Responses:
1. Includes 1,439,004 shares of restricted stock.
2. The stock option is vested as to 284,534 of the underlying shares. The stock option vests as to 284,534 of the underlying shares in two substantially equal annual installments beginning on January 1, 2027, and as to 712,261 of the underlying shares in four substantially equal annual installments beginning on December 23, 2026.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Elizabeth Petrone, Attorney-in-Fact04/24/2026
** Signature of Reporting PersonDate
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 5 (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 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What does X-Energy (XE) CEO Jeffrey Sell report on this Form 3?

Jeffrey Sell reports his initial ownership as CEO of X-Energy, Inc. He holds 3,747,172 shares of Class A Common Stock, including restricted stock, plus a large stock option position exercisable at $23.00 per share, expiring in 2036.

How many XE Class A Common Stock shares does the CEO beneficially own?

The CEO beneficially owns 3,747,172 shares of X-Energy Class A Common Stock. This total includes 1,439,004 shares of restricted stock that are subject to vesting conditions but are counted within his reported direct ownership.

What stock options are disclosed for the X-Energy (XE) CEO?

Jeffrey Sell holds a stock option tied to 1,281,329 underlying Class A Common Stock shares. The option has a $23.00 exercise price, expires on April 24, 2036, and is partially vested with the remainder vesting over several future years.

How much of the CEO’s XE stock option is currently vested?

The filing states that 284,534 of the underlying shares under the CEO’s stock option are currently vested. Additional tranches of 284,534 and 712,261 underlying shares are scheduled to vest in specified annual installments starting in 2026 and 2027.

Does this X-Energy (XE) Form 3 show any insider buying or selling?

This Form 3 does not show insider buying or selling activity. It is an initial ownership report listing existing holdings of common stock and stock options, rather than new open-market purchases or sales of X-Energy shares.

What are the vesting terms of the CEO’s XE stock option grant?

The stock option is vested as to 284,534 underlying shares. It will vest as to another 284,534 shares in two substantially equal annual installments beginning January 1, 2027, and 712,261 shares in four substantially equal annual installments beginning December 23, 2026.