X-Energy Holdings acquires 108,174 X-Energy shares

A related footnote says the borrower transferred 387,612 shares to X-Energy Holdings, LLC to satisfy the then-outstanding amount under a note in favor of IBX, LLC.

Available on EDGAR 11/04/2026 - 04:31 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

X-Energy, Inc. (XE) reported that X-Energy Holdings, LLC acquired 108,174 Class A common shares on November 2, 2026, in an indirect transaction under a Rule 10b5-1 plan. The reported indirect position across the listed entities was 5,416,689 shares after the transaction; 1,240,543 shares were reported as directly held as of November 2, 2026. Kamal Seyed Ghaffarian, a director and ten percent owner, disclaimed beneficial ownership of the entity-held shares except to the extent of his pecuniary interest.

Insider Trade Summary 10b5-1

Other: 108,174 shares

Other 1 txn

Insider Ghaffarian Kamal Seyed, X-Energy Holdings, LLC

Role Director, 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Class A Common Stock F1, F2	108,174	--	--
Holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 5,416,689 shares (Indirect, See footnote); Class A Common Stock — 1,240,543 shares (Direct)

Holdings Before and After: Class A Common Stock, 5,308,515 to 5,416,689 shares (Indirect, See footnote)

Footnotes (2)

1. F1. As previously disclosed, 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. In connection with this previously contracted debt, on November 2, 2026, the borrower transferred 387,612 shares of the Issuer's Class A Common Stock to X-Energy Holdings, LLC to satisfy the then-outstanding amount under the note.
2. F2. Consists of (i) 471,774 shares of Class A Common Stock held by GM Enterprises, LLC, (ii) 4,339,291 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. 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.

Key Figures

Shares acquired: 108,174 shares Indirect shares after transaction: 5,416,689 shares Directly held shares: 1,240,543 shares +2 more

5 metrics

Shares acquired 108,174 shares Class A common stock; November 2, 2026

Indirect shares after transaction 5,416,689 shares Reported across the listed entities following the November 2, 2026 transaction

Directly held shares 1,240,543 shares Reported as of November 2, 2026

Shares transferred to X-Energy Holdings, LLC 387,612 shares Footnote-described transfer on November 2, 2026, to satisfy the then-outstanding note amount

Shares subject to security interest 279,438 shares Security interest perfected by IBX, LLC on June 12, 2026

Key Terms

non-negotiable promissory note, security interest, sole voting and dispositive power, pecuniary interest

4 terms

non-negotiable promissory note financial

"under a non-negotiable promissory note"

security interest financial

"perfected its security interest in 279,438 shares"

A security interest is a legal claim a lender or creditor holds on a borrower's asset as collateral to secure repayment; if the borrower fails to pay, the creditor can seize or sell that asset to recover money owed. Think of it like a pawnshop tag on an item that gives the pawnbroker the right to sell it if the loan isn't repaid. For investors, security interests matter because they change how safely lenders and bondholders can recover funds and affect the hierarchy of claims if a company faces financial trouble.

sole voting and dispositive power technical

"has sole voting and dispositive power"

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

FAQ

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

How many XE shares did X-Energy Holdings, LLC acquire?

X-Energy Holdings, LLC was reported to have acquired 108,174 shares of X-Energy Class A common stock on November 2, 2026. The reported indirect position across the listed entities after the transaction was 5,416,689 shares.

How was the XE promissory note settled?

A footnote says a borrower transferred 387,612 shares to X-Energy Holdings, LLC to satisfy the then-outstanding amount under a non-negotiable promissory note in favor of IBX, LLC. It also says IBX, LLC had perfected a security interest in 279,438 shares on June 12, 2026, and gave notice of default to the borrower.

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

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Ghaffarian Kamal Seyed

(Last) (First) (Middle)

C/O X-ENERGY, INC.

530 GAITHER ROAD, SUITE 700

(Street)

ROCKVILLE MARYLAND 20850

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026

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

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	11/02/2026		J(1)		108,174	A	(1)	5,416,689	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)
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^*

Ghaffarian Kamal Seyed

(Last) (First) (Middle)

C/O X-ENERGY, INC.

530 GAITHER ROAD, SUITE 700

(Street)

ROCKVILLE MARYLAND 20850

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

X-Energy Holdings, LLC

(Last) (First) (Middle)

C/O X-ENERGY, INC.

530 GAITHER ROAD, SUITE 700

(Street)

ROCKVILLE MARYLAND 20850

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. As previously disclosed, 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. In connection with this previously contracted debt, on November 2, 2026, the borrower transferred 387,612 shares of the Issuer's Class A Common Stock to X-Energy Holdings, LLC to satisfy the then-outstanding amount under the note.

2. Consists of (i) 471,774 shares of Class A Common Stock held by GM Enterprises, LLC, (ii) 4,339,291 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. 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.

	Kamal Ghaffarian By: /s/ Elizabeth Petrone, Attorney-in-Fact	11/04/2026
	X-Energy Holdings, LLC By: Kamal Ghaffarian, Executive Chairman By: /s/ Elizabeth Petrone, Attorney-in-Fact	11/04/2026
	** 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)