X-Energy, Inc. (XE) insider group reports 25% stake and shared control

Rhea-AI Filing Summary

Kamal Seyed Ghaffarian and X-Energy Holdings, LLC report beneficial ownership of X-Energy, Inc. Class A Common Stock. Based on 287,458,734 shares outstanding as of August 10, 2026, Ghaffarian may be deemed to beneficially own 92,871,109 shares, or 25.0% of the class, through direct holdings and multiple affiliated entities, while X-Energy Holdings, LLC reports 79,033,595 shares, or 21.8%. Ghaffarian has sole voting and dispositive power over 13,837,514 shares and shared power over 79,033,595 shares, and disclaims beneficial ownership of securities held by the affiliated entities.

Key Figures

Shares outstanding: 287,458,734 shares Ghaffarian beneficial ownership: 92,871,109 shares Ghaffarian percent of class: 25.0% +4 more

7 metrics

Shares outstanding 287,458,734 shares Class A Common Stock outstanding as of August 10, 2026

Ghaffarian beneficial ownership 92,871,109 shares Beneficially owned Class A Common Stock, including units, as of June 30, 2026

Ghaffarian percent of class 25.0% Percentage of Class A Common Stock beneficially owned

X-Energy Holdings beneficial ownership 79,033,595 shares Beneficially owned Class A Common Stock, including units

X-Energy Holdings percent of class 21.8% Percentage of Class A Common Stock beneficially owned

Sole voting/dispositive power 13,837,514 shares Shares over which Ghaffarian has sole voting and dispositive power

Shared voting/dispositive power 79,033,595 shares Shares over which Ghaffarian and X-Energy Holdings have shared power

Key Terms

beneficial ownership, Class A Common Stock, sole voting power, shared dispositive power, +1 more

5 terms

beneficial ownership financial

"The ownership information presented below represents beneficial ownership of Class A Common Stock"

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.

Class A Common Stock financial

"Title of class of securities: Class A Common Stock, par value $0.0001 per share"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

sole voting power financial

"Sole Voting Power 13,837,514.00 6 | Shared Voting Power 79,033,595.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

shared dispositive power financial

"Shared Dispositive Power 79,033,595.00"

common units financial

"assumes the redemption of the common units of X-Energy Reactor Company, LLC"

Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.

FAQ

How much of X-Energy, Inc. (XE) does Kamal Seyed Ghaffarian beneficially own?

Kamal Seyed Ghaffarian may be deemed to beneficially own 92,871,109 shares of X-Energy Class A Common Stock, representing 25.0% of the class, based on 287,458,734 shares outstanding and including holdings through several affiliated entities.

What is X-Energy Holdings, LLC’s ownership stake in X-Energy, Inc. (XE)?

X-Energy Holdings, LLC reports beneficial ownership of 79,033,595 shares of X-Energy Class A Common Stock, representing 21.8% of the outstanding class, with shared voting and dispositive power over all of these shares.

What baseline share count was used to calculate ownership percentages for XE?

The reported ownership percentages are based on 287,458,734 shares of X-Energy Class A Common Stock outstanding as of August 10, 2026, as disclosed in the company’s Quarterly Report on Form 10-Q filed on August 13, 2026.

How are common units of X-Energy Reactor Company, LLC treated in the XE ownership figures?

The ownership calculations assume redemption of common units of X-Energy Reactor Company, LLC into X-Energy Class A Common Stock on a one-to-one basis, so shares underlying these common units are included in the beneficial ownership totals.

What voting and dispositive powers does Kamal Seyed Ghaffarian have over XE shares?

Kamal Seyed Ghaffarian has sole voting and dispositive power over 13,837,514 shares and shared voting and dispositive power over 79,033,595 shares of X-Energy Class A Common Stock.

Does Kamal Seyed Ghaffarian disclaim any beneficial ownership of XE shares?

Yes. Dr. Kamal Ghaffarian states he may be deemed to beneficially own securities held by several affiliated entities but expressly disclaims beneficial ownership of those securities, despite them being included in the reported totals.

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

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Available on EDGAR 08/14/2026 - 05:29 PM Accepted by SEC EDGAR 08/14/2026 - 05:28 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

X-Energy, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

98386P102

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 98386P102

1

Names of Reporting Persons

Kamal Seyed Ghaffarian

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 13,837,514.00
6	Shared Voting Power 79,033,595.00
7	Sole Dispositive Power 13,837,514.00
8	Shared Dispositive Power 79,033,595.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

92,871,109.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

25.0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP Number(s): 98386P102

1

Names of Reporting Persons

X-Energy Holdings, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 79,033,595.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 79,033,595.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

79,033,595.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

21.8 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: X-Energy, Inc.
(b)	Address of issuer's principal executive offices: 530 Gaither Road, Suite 700, Rockville, MD 20850
Item 2.
(a)	Name of person filing: Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: Kamal Seyed Ghaffarian X-Energy Holdings, LLC
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is c/o X-Energy, Inc., 530 Gaither Road, Suite 700, Rockville, MD 20850.
(c)	Citizenship: Kamal Seyed Ghaffarian is a citizen of the United States. X-Energy Holdings, LLC is organized under the laws of the State of Delaware.
(d)	Title of class of securities: Class A Common Stock, par value $0.0001 per share
(e)	CUSIP Number(s): 98386P102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of June 30, 2026, based upon 287,458,734 shares of Class A Common Stock outstanding as of August 10, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2026. The ownership information also assumes the redemption of the common units of X-Energy Reactor Company, LLC ("Common Units") into shares of Class A Common Stock of the Issuer on a one-to-one basis, as applicable. Kamal Seyed Ghaffarian may be deemed to beneficially own 92,871,109 shares of Common Stock, which consist of (i) 471,774 shares of Class A Common Stock and 8,963,719 shares of Class A Common Stock underlying Common Units held by GM Enterprises, LLC, (ii) 3,951,679 shares of Class A Common Stock and 75,081,916 shares of Class A Common Stock underlying Common Units held by X-Energy Holdings, LLC, (iii) 12,973 shares of Class A Common Stock and 246,498 shares of Class A Common Stock underlying Common Units held by IBX Opportunity GP, Inc., (iv) 592,651 shares of Class A Common Stock held by X-energy KG Parent, LLC, (v) 401,799 shares of Class A Common Stock held by IBX Employee Management, LLC, (vi) 327,578 shares of Class A Common Stock held by IBX X-Energy SPV I, LLC, (vii) 1,307,063 shares of Class A Common Stock held by Lightcone X-Energy Series D SPV LLC, (viii) 279,438 shares of Class A Common Stock that may be beneficially owned by IBX, LLC, and (ix) 1,234,021 shares of Class A Common Stock that may be beneficially owned directly by Dr. Kamal Ghaffarian. Dr. Kamal Ghaffarian may be deemed to beneficially own the securities held by each of the foregoing entities. Dr. Kamal Ghaffarian disclaims beneficial ownership of such securities.
(b)	Percent of class: Kamal Seyed Ghaffarian: 25.0% X-Energy Holdings, LLC: 21.8%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Kamal Seyed Ghaffarian: 13,837,514 X-Energy Holdings, LLC: 0
	(ii) Shared power to vote or to direct the vote: Kamal Seyed Ghaffarian: 79,033,595 X-Energy Holdings, LLC: 79,033,595
	(iii) Sole power to dispose or to direct the disposition of: Kamal Seyed Ghaffarian: 13,837,514 X-Energy Holdings, LLC: 0
	(iv) Shared power to dispose or to direct the disposition of: Kamal Seyed Ghaffarian: 79,033,595 X-Energy Holdings, LLC: 79,033,595
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Kamal Seyed Ghaffarian

Signature:	/s/ Kamal Seyed Ghaffarian
Name/Title:	Kamal Seyed Ghaffarian
Date:	08/14/2026

X-Energy Holdings, LLC

Signature:	/s/ Kamal Seyed Ghaffarian
Name/Title:	Kamal Seyed Ghaffarian, Executive Chairman
Date:	08/14/2026