X-Energy CEO discloses 3.7M XE share holdings

X-Energy, Inc. Chief Executive Officer Jeffrey Clay Sell filed an initial Form 3 detailing his ownership in the company.

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.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

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 contracts (Direct); Class A Common Stock — 3,747,172 shares (Direct)

Footnotes (2)

1. F1. Includes 1,439,004 shares of restricted stock.
2. F2. 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.

Key Figures

Class A shares owned: 3,747,172 shares Restricted stock included: 1,439,004 shares Option underlying shares: 1,281,329 shares +5 more

8 metrics

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

Key Terms

restricted stock, Stock Option, underlying shares, vests

4 terms

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"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 05:02 PM EDT Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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 Stock	3,747,172(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 Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	(2)	04/24/2036	Class A Common Stock	1,281,329	$23	D

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-Fact	04/24/2026
	** 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 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)