| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/24/2026 |
3. Issuer Name and Ticker or Trading Symbol
X-Energy, Inc. [ XE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A common stock | 5,440,619 | I | See Footnotes(1)(2)(3)(5) |
| Class B common stock | 24,418,756 | I | See Footnotes(2)(3)(4)(5)(6) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common Units | (7) | (7) | Class A common stock | 24,418,756 | (7) | I | See Footnotes(2)(3)(4)(5)(6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Consists of 5,440,619 shares of Class A common stock directly held by Ares X-Energy Holdings LP ("Ares X-Energy Holdings"). The reported securities do not include shares of Class A common stock held by Ares X-Energy Co-Invest LP because the reporting persons have no pecuniary interest in such shares. |
| 2. Ares Partners Holdco LLC ("Ares Partners") is the sole member of each of Ares Voting LLC ("Ares Voting") and Ares Management GP LLC ("Ares Management GP"), which are respectively the holders of the Class B and Class C common stock of Ares Management Corporation ("Ares Management"), which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco LLC ("Ares Holdco" and together with each of the foregoing entities, the "Ares Entities."), which is the general partner of Ares Holdings L.P. ("Ares Holdings"). |
| 3. Ares Holdings is the sole member of Ares X-Energy Capital Investors GP LLC ("Ares X-Energy GP"), which is the general partner of Ares X-Energy Holdings. Each of the Ares Entities, Ares Holdings and Ares X-Energy GP may be deemed to share beneficial ownership of the securities directly held by Ares X-Energy Holdings but each of the foregoing disclaim beneficial ownership of such securities except to the extent of its respective pecuniary interest therein. |
| 4. Ares Holdings is the sole member of ACIP Investment Management LLC, which is the sole member of Ares CIP Management LLC, which is the general partner of Ares CIP Management, L.P., which is the managing member of ACIP Investments Pooling LLC (collectively, the "ACIP Entities"). ACIP Investments Pooling LLC - Series 31 ("ACIP Investments") is a registered series of ACIP Investments Pooling LLC. Each of the Ares Entities, Ares Holdings and ACIP Entities may be deemed to share beneficial ownership of the securities directly held by ACIP Investments but each of the foregoing disclaim beneficial ownership of such securities except to the extent of its respective pecuniary interest therein. |
| 5. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over the Board Members' decisions. Each of these individuals expressly disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners, except to the extent of their respective pecuniary interest therein. The principal business office of the Ares Entities, Ares Holdings, and Ares X-Energy GP is c/o Ares Management LLC, 245 Park Avenue, 44th Floor, New York, NY 10167. The principal business office of the ACIP Entities and ACIP Investments is c/o Ares Management LLC, 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA, 90067. |
| 6. Consists of (i) 21,762,476 Common Units and an equivalent number of shares of Class B common stock directly held by Ares X-Energy Holdings and (ii) 2,656,280 Common Units and an equivalent number of shares of Class B common stock directly held by ACIP Investments. |
| 7. The Common Units of X-Energy Reactor Company, LLC may be redeemed for shares of the Issuer's Class A common stock on a one-to-one basis at the election of the holder. In connection with any such redemption, an equivalent number of shares of the Issuer's Class B common stock will be cancelled upon the exchange of Common Units. The Common Units do not expire. |
| Ares Partners Holdco LLC By: /s/ Anton Feingold; Authorized Signatory | 04/24/2026 | |
| Ares X-Energy Holdings LP By: /s/ Anton Feingold; Authorized Signatory | 04/24/2026 | |
| ACIP Investments Pooling LLC - Series 31 By: /s/ Noah Ehrenpreis; Authorized Signatory | 04/24/2026 | |
| ** 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 5 (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. | ||