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X-energy is a leading designer of advanced nuclear reactor technology (commonly referred to as small modular reactors, “SMRs”) and manufacturer of advanced nuclear fuels. We believe these scalable, power generation technologies help satisfy historically unprecedented electricity demand growth, driven by the development of AI and associated data center infrastructure. Total demand for new electricity generation is expected to increase globally by 7,626 TWh from 2023 to 2030 and the challenges associated with meeting this demand have led policymakers and industry leaders to recognize nuclear energy, particularly advanced nuclear, as a key component to address this need. Founded in 2009 by Dr. Kamal “Kam” Ghaffarian to bring clean, safe, secure and affordable technology to market, X-energy is seeking to redefine the energy industry through its flagship product, the Xe-100, an advanced small modular High Temperature Gas-cooled Reactor (“HTGR”), in development for nearly a decade. The Xe-100 reactor is designed to generate 80 megawatts of electric power or 200 megawatts of thermal output (heat), or a combination thereof. This reactor technology builds on more than 50 years of research and development by the global nuclear industry and the operating experience of previous HTGRs including those at Peach Bottom in the U.S., and Dragon in the U.K. in the 1960s-1970s, and more recently with China’s ongoing deployments of HTGRs in the 21st century. The Xe-100 has several technological attributes that we believe make it advantaged compared to other sources of baseload generation. These include advanced safety features, virtually no direct greenhouse gas (“GHG”) emissions during generation, high thermal output, load-following capabilities and modularity, all of which allow X-energy to more specifically meet a customer’s power and/or industrial heat needs. X-energy’s simple Xe-100 design directly translates into simplicity of project delivery through reduced supply chain complexity and labor intensity during construction, which we believe will lead to lower cost and faster deployment timelines when compared with conventional nuclear energy sources. X-energy has optimized the deployment of its Xe-100 into a four-reactor format that outputs 320 MWe (or 800 MWt). By deploying four independent reactor modules instead of a single unit, this optimized four-reactor configuration inherently delivers the high levels of reliability and redundancy required for both AI and industrial heat applications. X-energy’s reactors use a tri-structural isotropic (“TRISO”) coated particle fuel in the form of a spherical ‘pebble’, called TRISO-X fuel. This pebble fuel consists of HALEU fuel kernels individually encapsulated in layers of silicon carbide and pyrolytic carbon, forming miniature containment systems that trap fission products. These particles are then embedded in a graphite matrix to make fuel pebbles that possess exceptional safety margins and compacts, enabling operations at very high temperatures. The HALEU fuel used in our TRISO-X pebble fuel is enriched to 15.5%, a higher energy density form than the less than 5% low-enriched uranium (“LEU”) fuel used in conventional nuclear reactors. TRISO-X fuel will be produced at our fuel fabrication facility in Oak Ridge, Tennessee. The first facility, known as TX-1, began construction in October 2024 and is expected to be completed by the first half of 2028 (“TX-1”). Upon completion, it is expected to be North America’s first purpose-built commercial advanced nuclear fuel fabrication facility. The TX-1 facility will have sufficient production capacity to support the fuel fabrication needs of the first 11 Xe-100 reactors at steady state operations. In addition to its technology leadership, X-energy has three high-quality customers in Dow, Amazon, and Centrica, who we expect will underpin the deployment of the initial fleets of Xe-100 reactors. Taken together, assuming each customer exercises its contingent rights in full, these three customers provide us with a more than 11 gigawatts electric (“GWe”), 144 reactor pipeline across the U.S. and the U.K. with advanced development efforts already underway on the first Dow project at its Seadrift Operations site in Texas and the first Amazon project in connection with Energy Northwest. X-energy maintains a strong relationship with the DOE and in December 2020 was awarded an initial $1.2 billion as part of its selection as one of two awardees in the ARDP, the most substantial federal commitment to deploying advanced nuclear technology. The cooperative agreement for the program, signed in February 2021 (the “ARDP Agreement”), provides 50/50 cost share of $2.4 billion of eligible costs ($1.2 billion reimbursement) through 2027, allowing X-energy to continue work toward design, licensing, commercialization and construction of its first-of-a-kind commercial advanced nuclear plant and commercial TRISO-X fuel fabrication facility, while benefiting from decades of nuclear experience and knowledge within the DOE. As of December 31, 2025, X-energy has been reimbursed approximately $438 million in funding under the ARDP Agreement. We submit our budgets through an ongoing “budget period” basis tied to project milestones under the ARDP Agreement, and our current budget covers a budget period that began in March of 2025 and extends through August 2026. We submit a Continuation Application to the DOE to extend funding into subsequent periods. Extensions beyond the current budget period are subject to DOE discretion and approval. Under the terms of the ARDP Agreement that rely on the Office of Management and Budget (OMB) guidance, the total extension of the award may not exceed three years (for a total period of performance of 10 years). Any additional extension would require an approval within DOE above the level of the Contracting Officer. If we are unable to obtain extensions and incur eligible costs beyond the currently approved period of performance, we would forgo reimbursement for such costs and may face de-obligation of unobligated funds at closeout. There can be no assurance that we will receive additional ARDP funding beyond the current budget period or that extensions will be granted. Our organizational structure following the offering and the Reorganization Transactions is commonly referred to as an umbrella partnership-C corporation (or “Up-C”) structure. Pursuant to this structure, following this offering we will hold a number of Common Units equal to the number of shares of our issued and outstanding Class A common stock, and holders of Common Units (each, an “Common Unit holder”) (other than us) will hold a number of Common Units equal to the number of our issued and outstanding Class B common stock. The Up-C structure was selected in order to (i) provide our Continuing Equity Owners with an option to continue to hold their economic ownership interests in our business in “pass-through” form for U.S. federal income tax purposes through their ownership of Common Units and (ii) potentially allow our Continuing Equity Owners and us to benefit from certain net cash tax savings that we might realize in the future. X-energy’s principal executive offices are located in Rockville, MD.
