X-Energy, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sale of Securities.

2024 Warrant Exercise and C-1 Preferred Units Issuance

In March 2026, XERC amended the 2024 Warrant to permit the holder to elect a cashless exercise of the 2024 Warrant at an earlier date than provided by the 2024 Warrant’s original terms. The warrant holder exercised the warrant on March 18, 2026 and received 19.6 million Series C-1 Preferred Units.

Reorganization Transaction Issuances

In connection with the Reorganization Transactions completed prior to the closing of our IPO, on April 23, 2026, we issued 218.5 million shares of our Class A common stock to Continuing Equity Holders, Former Equity Owners and Blocker Companies and 118.9 million shares of our Class B common stock to the Continuing Equity Owners.

Conversion of PIUs

Before the Reorganization Transactions, we granted equity awards in the form of Class B Common Units of Management LLC intended to qualify as profits interests within the meaning of applicable tax guidance. In connection with the Company’s IPO, on April 23, 2026, Management LLC effectuated a recapitalization into common units and then Management LLC contributed all of its common units of XERC to us in exchange for 18.0 million shares of our Class A common stock, which Class A common stock is subject to the same vesting conditions, if any, of the corresponding common units of XERC before the exchange.

The foregoing transactions did not involve any underwriters, underwriting discounts or commissions or any public offering. These securities were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering.

Use of Initial Public Offering Proceeds.

On April 23, 2026, our Registration Statement on Form S-1 (File No 333-294508) relating to our IPO of Class A common stock was declared effective by the SEC. Upon the closing of our IPO on April 27, 2026, we issued 50,892,857 shares of Class A common stock at a public offering price of $23.00 per share, including exercise of the underwriters’ over-allotment option, resulting in net proceeds of approximately $1.1 billion, after deducting underwriting discounts of $67.3 million and approximately $10.3 million of other offering expenses.

J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Jefferies LLC, and Moelis & Company LLC acted as representatives of the underwriters for the offering. None of the expenses associated with our IPO were paid, directly or indirectly, to any of our directors or officers, any persons owning 10% or more of any class of equity securities, or to any of our affiliates.

X-Energy, Inc. used proceeds from the IPO to purchase Common Units from XERC. There has been no material change in the planned use of proceeds by XERC from the IPO as described in the final prospectus filed with the SEC on April 27, 2026.