X-Energy, Inc.

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

Unregistered Sale of Securities.

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.

Warrant Exercise

In conjunction with a guarantee to the Bank of New York Credit Facility, the Company issued $10.0 million of warrants (the “June 2022 Warrants”) to Ghaffarian Enterprises, a related party, on June 30, 2022. On April 23, 2026, Ghaffarian Enterprises exercised the June 2022 Warrants, which were converted into 1.0 million units of XERC Series C preferred units.

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 of all of its then-existing equity into a single class of common units, with the common units resulting from the recapitalization of Class B common units subject to the same vesting conditions, if any, of such Class B common units. Management LLC then contributed all of its common units of XERC to us in exchange for 18.8 million shares of our Class A common stock, which shares of Class A common stock are 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. 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.