279,438 X-Energy (XE) shares pledged to secure $3.7M promissory note

Rhea-AI Filing Summary

X-Energy, Inc. insider Kamal Seyed Ghaffarian reported updated holdings and a collateral arrangement involving company stock. One entry shows he directly holds 1,240,543 shares of Class A Common Stock. Another reflects 5,308,515 shares held indirectly through several entities he controls.

Within these indirect holdings, IBX, LLC perfected a security interest in 279,438 shares to secure a non‑negotiable promissory note owed to IBX, LLC by an unaffiliated third party. The outstanding note balance was $3,727,858 as of June 12, 2026 and increases by $1,414 per day, plus collection costs. Using the June 12, 2026 NASDAQ closing price of $18.59 per share, 200,530 shares would have satisfied the note on that date, though the actual number of shares ultimately transferred to cover the debt may differ, up to the 279,438 pledged shares. The filing does not show any open‑market share purchases or sales by Dr. Ghaffarian.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ghaffarian Kamal Seyed, X-Energy Holdings, LLC

Role null | null

Type	Security	Shares	Price	Value
Other	Class A Common Stock	279,438	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 5,308,515 shares (Indirect, See footnote); Class A Common Stock — 1,240,543 shares (Direct, null)

Footnotes (1)

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. 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.

Key Figures

Pledged shares: 279,438 shares Note balance: $3,727,858 Daily accrual: $1,414 per day +4 more

7 metrics

Pledged shares 279,438 shares Class A Common Stock securing promissory note

Note balance $3,727,858 Outstanding under non-negotiable promissory note on June 12, 2026

Daily accrual $1,414 per day Increase in note balance, plus collection costs

Reference share price $18.59 per share NASDAQ closing price on June 12, 2026

Estimated shares to satisfy note 200,530 shares Shares needed at $18.59 to cover $3,727,858 on June 12, 2026

Direct holdings 1,240,543 shares Class A Common Stock held directly by Kamal Seyed Ghaffarian

Indirect holdings 5,308,515 shares Class A Common Stock held through controlled entities

Key Terms

security interest, non-negotiable promissory note, voting and dispositive power, beneficial ownership, +1 more

5 terms

security interest financial

"IBX, LLC perfected its security interest in 279,438 shares of the Issuer's Class A Common Stock"

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.

non-negotiable promissory note financial

"to secure the payment in full of the amount owed to it under a non-negotiable promissory note"

voting and dispositive power financial

"Dr. Kamal Ghaffarian has sole voting and dispositive power with respect to securities held by each of the foregoing entities"

beneficial ownership financial

"Dr. Kamal Ghaffarian disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

notice of default financial

"IBX, LLC perfected its security interest ... and gave notice of default to such third party"

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Form 4 Insider Transactions: What Each Field Means →

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).

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)
06/12/2026

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	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)
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. 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)

FAQ

What insider activity did X-Energy (XE) report for Kamal Seyed Ghaffarian?

X-Energy reported updated share holdings and a collateral arrangement. Dr. Kamal Seyed Ghaffarian holds 1,240,543 shares directly and 5,308,515 shares indirectly through several entities. The filing centers on pledged shares securing a loan, not open-market buying or selling activity.

How many X-Energy (XE) shares were pledged as collateral in this Form 4?

IBX, LLC pledged 279,438 X-Energy Class A shares as collateral. These shares secure a non-negotiable promissory note owed to IBX, LLC by an unaffiliated third party. The number of shares ultimately transferred to satisfy the debt may be less than this pledged amount.

What is the size of the note secured by X-Energy (XE) shares in this filing?

The outstanding note balance was $3,727,858 on June 12, 2026. This non-negotiable promissory note, owed to IBX, LLC by an unaffiliated third party, is secured by 279,438 X-Energy shares and accrues an additional $1,414 per day, plus collection costs.

Did the X-Energy (XE) Form 4 show open-market stock sales or purchases?

No open-market purchases or sales are shown in this Form 4. The main reported event is a security interest in 279,438 shares pledged to secure a promissory note. Other entries reflect updated direct and indirect holdings, not trading transactions on the market.

How many X-Energy (XE) shares does Kamal Seyed Ghaffarian control after these transactions?

He holds 1,240,543 shares directly and 5,308,515 indirectly. The indirect total includes shares held by GM Enterprises, X-Energy Holdings, IBX Opportunity GP, X-energy KG Parent, and IBX, LLC, over which he has sole voting and dispositive power, subject to pecuniary interest disclaimers.

How was the required number of X-Energy (XE) shares to satisfy the note estimated?

The estimate used a NASDAQ closing price of $18.59 per share. Based on this June 12, 2026 price, 200,530 shares would have satisfied the $3,727,858 note then, though up to 279,438 pledged shares may ultimately be transferred depending on the final balance.