X-Energy IPO Preview: Amazon-Backed SMR Developer Targets Nasdaq Debut
Illustrative rendering of X-Energy’s Xe-100 advanced small modular reactor. Photo Credit: X-Energy
X-Energy, Inc. is positioning its Nasdaq debut as a major advanced small modular reactor (SMR) listing, arriving with something few pre-commercial nuclear developers can claim: a combined customer pipeline of more than 11 gigawatts electric (GWe) anchored by Amazon, Dow and Centrica, plus a prospective $105 million anchor commitment from Cathie Wood’s ARK Investment Management1.
At the midpoint of the proposed price range, the Rockville, Maryland-based company is targeting net proceeds of roughly $693.8 million from the sale of 42,857,143 Class A shares on Nasdaq under the ticker XE. That capital is earmarked to fund continued development of the Xe-100 High Temperature Gas-cooled Reactor (HTGR) and the TX-1 fuel fabrication facility in Oak Ridge, Tennessee, ahead of a first commercial reactor not expected until the early 2030s.
The offering lands at an unusual moment for the sector. Hyperscaler demand for firm, carbon-free baseload power to run AI data centers has reframed advanced nuclear from long-dated science project to near-term infrastructure bet, with the current U.S. federal administration targeting 400 GWe of U.S. nuclear capacity by 2050 against today’s roughly 97 GWe installed base.
Key Points
- X-Energy is offering 42,857,143 Class A shares at $16.00 to $19.00 per share, expected to list on Nasdaq under the symbol XE with estimated net proceeds of approximately $693.8 million at the midpoint.
- The company generated $109.1 million in total revenues and grant income in fiscal year 2025, down from $120.2 million in fiscal year 2024, and posted a net loss of $389.8 million compared to $126.0 million the prior year.
- Customer pipeline of more than 11 GWe across 144 reactors is underpinned by Dow (industrial heat, Seadrift Texas), Amazon (data centers, 5+ GWe option) and Centrica (Hartlepool, U.K.).
- ARK Investment Management has indicated interest in purchasing up to $105.0 million of shares at the IPO price, signaling meaningful anchor demand despite having no commercial reactor deliveries to date.
- First commercial Xe-100 delivery is targeted for the early 2030s, and the company has not yet achieved final investment decisions (FIDs) for any reactor deployments.
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Company overview
X-Energy was founded in 2009 by Dr. Kamal “Kam” Ghaffarian and has spent close to a decade developing the Xe-100, a Generation IV advanced HTGR designed to produce 80 megawatts of electric power (MWe) or 200 megawatts of thermal output per reactor. The company expects to deploy the Xe-100 primarily in a four-reactor configuration generating 320 MWe per plant.
The technology lineage traces back to South Africa’s Pebble Bed Modular Reactor program and draws on roughly 50 years of global HTGR operating experience, including the Peach Bottom reactor in the United States and the Dragon reactor in the United Kingdom in the 1960s and 1970s. Chief Executive Officer J. Clay Sell, a former U.S. Deputy Secretary of Energy, leads a workforce of 916 employees as of March 17, 2026, of whom 317 hold master’s degrees and 104 hold Ph.Ds.
On listing, X-Energy, Inc. will operate as a holding company under a so-called umbrella partnership C corporation (Up-C) structure, holding roughly 66.8% of the common units of the operating entity X-Energy Reactor Company, LLC (XERC). A tax receivable agreement will require payments equal to 85% of cash tax savings realized as a result of basis adjustments and related attributes to pre-IPO equity holders, with aggregate payments estimated at approximately $641.5 million over 15 years at the midpoint IPO price.
The Xe-100 and TRISO-X fuel
The Xe-100 is a helium-cooled, graphite-moderated reactor designed to deliver high-temperature steam at 565 degrees Celsius, making it suitable for both electricity generation and industrial heat applications such as chemical manufacturing and petroleum refining. The reactor is designed to ramp from full power to 40% in minutes, supporting load-following operation alongside variable renewables, and to operate at a 95% capacity factor.
A defining feature is the reactor’s reliance on intrinsic safety physics rather than active safety systems. In a loss-of-power scenario, the reactor’s strong negative temperature coefficient slows the fission reaction and heat dissipates through passive cooling, allowing for a significantly smaller emergency planning zone (400 meters versus 16 kilometers for traditional reactors) and reduced construction cost.
“Founded in 2009 by Dr. Kamal ‘Kam’ Ghaffarian to bring clean, safe, secure and affordable technologies to humanity, 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.”X-Energy S-1 Registration Statement, April 15, 2026
The fuel is equally central to the investment case. X-Energy’s wholly owned subsidiary TRISO-X, LLC manufactures a proprietary tri-structural isotropic coated particle pebble fuel using high-assay low-enriched uranium (HALEU) enriched to 15.5%, versus the under 5% enrichment used in conventional reactors. The TX-1 facility in Oak Ridge began construction in October 2024 and is expected to be completed in the first half of 2028, with capacity to supply the fuel needs of the first 11 Xe-100 reactors.
In February 2026, TRISO-X received a Special Nuclear Material License from the U.S. Nuclear Regulatory Commission (NRC) that establishes TX-1 as the first Category II nuclear fuel facility licensed in the United States. The fuel business is intended to generate recurring revenue over the anticipated 60-year life of each reactor, with X-Energy management assuming it will act as the initial sole supplier of TRISO-X fuel — a position that has not yet been secured through definitive fuel supply agreements with customers.
Customer pipeline
Three anchor customers account for the bulk of the announced pipeline and differentiate X-Energy from most peer SMR developers that remain in earlier commercial stages.
| Customer | Application | Geography | Scope |
|---|---|---|---|
| Dow | Industrial heat and power (co-generation) | Seadrift, Texas | Four Xe-100 reactors (first-of-a-kind) |
| Amazon | Data center power | U.S., initial site in Richland, Washington | Up to 5+ GWe of options through 2039 |
| Centrica | Industrial heat and power | Hartlepool, United Kingdom | Approximately 6 GWe (76 reactors) |
The Dow project, developed under the U.S. Department of Energy’s Advanced Reactor Demonstration Program (ARDP), is the closest to construction. Dow’s subsidiary Long Mott Energy filed a Construction Permit Application with the NRC in March 2025 and the regulator has set an 18-month review schedule, with permit receipt targeted for the first quarter of 2027. The Centrica arrangement remains a non-binding Joint Development Agreement and, importantly, the customer pipeline figures assume each partner exercises its contingent rights in full.
Financial performance
X-Energy’s operating entity XERC remains pre-commercial in reactor terms and currently generates revenue principally from services work and ARDP grant income. Services revenue grew modestly in fiscal year 2025, but grant income declined sharply and net losses widened materially, driven largely by a $239.3 million non-operating charge captured in the other income and expense line.
| Metric (USD thousands) | FY 2025 | FY 2024 | Change |
|---|---|---|---|
| Services revenue | $94,260 | $83,986 | +12.2% |
| Grant income | $14,838 | $36,166 | -59.0% |
| Total revenues and grant income | $109,098 | $120,152 | -9.2% |
| Total operating expenses | $279,393 | $243,664 | +14.7% |
| Operating loss | ($170,295) | ($123,512) | -37.9% |
| Net loss | ($389,778) | ($125,960) | -209.4% |
The balance sheet entering the IPO is comparatively well resourced. As of December 31, 2025, the company held $458.9 million in cash and cash equivalents, $304.9 million in short-term investments and $261.5 million in long-term investments, for combined liquidity of roughly $1.03 billion before IPO proceeds. The company has been reimbursed approximately $438 million in ARDP funding to date under a 50/50 cost share program originally valued at $2.4 billion of eligible costs.
IPO details
The offering is structured as a dual-class share issuance, with Class A shares carrying one vote and full economic rights and Class B shares carrying one vote per share but no economic rights. The underwriter syndicate is notably deep for an SMR company, headlined by J.P. Morgan and Morgan Stanley.
| Detail | Value |
|---|---|
| Expected Ticker | XE |
| Exchange | Nasdaq |
| Shares Offered | 42,857,143 Class A shares |
| Price Range | $16.00 – $19.00 |
| Midpoint IPO Price | $17.50 |
| Estimated Net Proceeds | Approximately $693.8 million |
| Over-Allotment Option | Up to 6,428,571 additional shares (30 days) |
| ARK Indication of Interest | Up to $105.0 million |
| Directed Share Program | Up to 2,142,857 shares (5% of offering) |
| Class A Outstanding Post-IPO | 263,971,956 shares |
| Class B Outstanding Post-IPO | 131,276,692 shares (approx. 33.2% voting power) |
| Lead Underwriters | J.P. Morgan, Morgan Stanley, Jefferies, Moelis & Company |
| Additional Bookrunners | Cantor, UBS, TD Cowen, Guggenheim, Wolfe Nomura Alliance |
Net proceeds are earmarked to acquire newly issued Common Units from XERC, which intends to apply the capital to working capital, research and development, sales and marketing, general and administrative matters, capital expenditures and potential future growth projects. At the midpoint price, the combined market capitalization of Class A and Class B shares (395.2 million shares total) implies an equity value of roughly $6.9 billion, though the ultimate enterprise value will depend on final pricing and any over-allotment exercise.
Ownership and funding
X-Energy’s pre-IPO shareholder register reads as a cross-section of strategic industrial partners and institutional capital. Continuing Equity Owners include Ares Management affiliates (ACIP Investments Pooling, Ares X-Energy Co-Invest LP, Ares X-Energy Holdings LP), GM Enterprises, X-Energy Holdings, Jane Street Global Trading and IBX Opportunity GP, all of whom will hold Common Units in XERC and Class B common stock after the reorganization.
Strategic investors include Amazon, which took an equity stake alongside its 2024 reactor options announcement, along with Ontario Power Generation, Doosan Enerbility, Curtiss-Wright and DL E&C, each of which combines equity investment with supply chain or operator roles. The Up-C structure preserves pass-through tax treatment for existing equity holders while exposing public Class A shareholders to the tax receivable agreement obligations described above.
“ARK Investment Management, LLC and/or its affiliated entities have indicated an interest in purchasing up to $105.0 million of shares of our Class A common stock being offered in this offering at the initial public offering price and on the same terms as the other purchasers in this offering.”X-Energy S-1 Registration Statement, April 15, 2026
The ARK indication is non-binding but sized meaningfully against the approximately $750 million gross raise at the midpoint, representing around 14% of the offering. Proceeds at the corporate level flow to XERC via newly issued Common Units purchased by X-Energy, Inc.
Key risks
No commercial reactor deliveries and no FIDs. X-Energy has not delivered a commercial Xe-100 or secured a final investment decision on any reactor deployment, and first commercial delivery is not expected until the early 2030s. The Dow Seadrift project will comprise the first Xe-100 reactors ever constructed, making first-of-a-kind execution risk directly applicable. The nuclear industry has a long track record of such cost overruns and schedule delays (Vogtle units 3 and 4 each cost more than $16.0 billion and ran seven years late in part because they were the first and second AP1000 reactors deployed in the U.S.), and any similar experience at Seadrift would materially reshape the pipeline economics.
ARDP funding uncertainty. Continued Department of Energy reimbursement under the ARDP is dependent on successive Continuation Applications, with the current budget period ending in August 2026 and the maximum period of performance capped at 10 years from the February 2021 award. The Dow project’s expected commercial operations date in the early 2030s extends beyond the ARDP’s outside funding date of approximately 2030, and construction activities scheduled to occur after that date would not be eligible for ARDP reimbursement — leaving Dow to fund those residual costs without federal cost sharing.
HALEU supply chain. TRISO-X fuel requires HALEU enriched to 15.5%, which is currently available only in limited quantities globally. Commercial-scale HALEU supply outside Russia and China remains in development, and any delay in the domestic enrichment build-out would directly compress the ramp-up of both TX-1 and customer reactor deployments.
Customer contractual constraints. The Amazon agreement grants Amazon first-priority allocation of Xe-100 manufacturing queue slots from 2031 to 2039, a right of first refusal on a portion of scheduled deliveries and most-favored-pricing protection including on TRISO-X fuel. These provisions may compress margins, constrain capacity allocation and increase operational complexity. Additionally, beginning on the fifth anniversary of the first Amazon-sponsored project’s commercial operations date, X-Energy will be required to make payments to Amazon reflecting cost efficiencies achieved relative to the pricing of those initial projects — a provision that could materially affect liquidity and reduce the economics of the broader order book over time. The Centrica Joint Development Agreement is explicitly non-binding and may not result in definitive commercial agreements.