You should read the following discussion and analysis of financial condition and results of operations together with our condensed consolidated financial statements and related notes, and other financial information, included elsewhere in this Quarterly Report on Form 10-Q and our final prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on April 27, 2026 in connection with our initial public offering. In addition to our historical results of operations and financial position, this discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors.” Our historical results are not necessarily indicative of the results to be expected for any period in the future, and results for any interim period should not be construed as an inference of what our results would be for any full year or future period. For more information, see the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Unless otherwise indicated or the context otherwise requires, references in this section to the “Company,” “we,” “us,” “X-energy,” or “our” refer to the business of X-Energy Reactor Company, LLC (“XERC”) for the period prior to the initial public offering and X-Energy, Inc. and its subsidiaries for all periods after the initial public offering. Overview 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 industrial growth and reshoring of manufacturing, the development of artificial intelligence (“AI”) and associated data center infrastructure, and broader electrification. We intend to continue developing our reactor and fuel technology with the goal of achieving commercial delivery of our first fleets of reactors by the early 2030s. Our flagship product, the Xe-100, is an advanced small modular High Temperature Gas-cooled Reactor (“HTGR”), and has been 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. 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 simplifies 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 engineered 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 four-reactor configuration can deliver 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 enriched uranium 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 high-assay low-enriched uranium (“HALEU”) fuel used in our TRISO-X pebble fuel in steady state reactor operations is enriched to 15.5%, a higher energy density form than the less than 5% low-enriched uranium (“LEU”) fuel used in steady state operations in conventional nuclear reactors. TRISO-X fuel will be produced at our fuel fabrication facilities in Oak Ridge, Tennessee and any other future locations. The first facility, known as TX-1, began site preparation for construction in October 2024 and began vertical construction in September 2025 (“TX-1”). Upon completion, we believe it will be North America’s first purpose-built commercial advanced nuclear fuel fabrication facility. In February 2026, TRISO-X received an initial 40-year Special Nuclear Material License under 10 CFR Part 70 from the Nuclear Regulatory Commission (“NRC”) enabling TRISO-X to commercially manufacture X-energy’s TRISO-X fuel at TX-1 and this license will also cover a second fuel fabrication facility (“TX-2”) currently planned on the same site. 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. We plan to construct TX-2 at the same site as TX-1 and expect TX-2 will support fuel for up to 44 Xe-100 reactors annually. The construction of our fuel fabrication facilities and transition to commercial fuel production operations will require the expansion of our workforce and operational capabilities and is expected to increase our costs in future periods. 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 fleet of Xe-100 reactors. Taken together, assuming each customer exercises its 28 Table of Contents 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. Advanced development efforts are already underway on the first Dow project at its Seadrift Operations site in Texas and the first Amazon-backed project in connection with Energy Northwest. Dow is expected to be X-energy’s first customer to receive a reactor and is a global leader in the specialty chemicals industry. X-energy has partnered with Dow through a Master Project Development Agreement (“MPDA”) and Commercial Cooperation Agreement (“CCA”) to provide our services in support of a first-of-a-kind (“FOAK”) deployment of four Xe-100 reactors to provide power and industrial steam at Dow’s UCC Seadrift site in Texas. With the support and assistance of X-energy, Long Mott Energy, LLC, a wholly owned subsidiary of Dow, filed a Construction Permit Application (“CPA”) with the NRC in March 2025 which was docketed in May 2025 for an 18-month review period with an expected review completion by late 2026 and receipt of the CPA expected in the first quarter of 2027. As part of the CPA process, in May 2026, the NRC completed its Environmental Assessment ahead of schedule and concluded with a Finding of No Significant Impact. We expect our first commercial reactor delivery to occur in the early 2030s. Amazon made an equity investment in X-energy in 2024 and announced options to bring more than 5 GWe of new Xe-100 projects online across the U.S. by 2039. The first deployment under this 5 GWe total potential target is a project with Energy Northwest in central Washington. Amazon and Energy Northwest entered into a Carbon Free Development and Funding Agreement for an initial deployment of four reactors representing 320 MWe, with the potential to upsize the power capacity to 960 MWe. We expect operations of these reactors to commence in the early 2030s. In September 2025, X-energy and Centrica signed a Joint Development Agreement (“JDA”) dedicated to building and operating Xe-100 reactors in the U.K. X-energy and Centrica have identified Hartlepool as the preferred site for the first of a planned U.K. fleet of approximately six GWe (representative of 76 reactors likely deployed as 19 four-reactor configurations). A project at Hartlepool will be composed of up to twelve 80 MWe reactors, each with the capability to provide high temperature steam for industrial decarbonization. Subject to securing appropriate permissions and licenses, the first electricity generation is expected to be in the mid-2030s. In June 2026, we submitted an application to enter the United Kingdom’s Generic Design Assessment process for our Xe-100. 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 ever made 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 TX-1, its first commercial TRISO-X fuel fabrication facility, while benefiting from decades of nuclear experience and knowledge within the DOE. 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 2025 and extends through March 2027. We submit non-competitive applications for an additional budget period within the contractual award timeline under the ARDP Agreement (“Continuation Applications”) 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 beyond the authority provided in the ARDP Agreement. 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. Market Trends In the U.S., growing power demand from industrial expansion, manufacturing reshoring, data center buildout, and broader electrification is creating use cases for scalable, firm, clean baseload power that we believe SMRs like the Xe-100 can uniquely deliver. Industrial companies face a near-term replacement cycle for aging fossil fuel-fired boilers that currently operate below capacity and require frequent maintenance, and X-energy’s HTGR solution could offer a compelling decarbonization and reliability upgrade by providing both industrial steam and onsite power with an expected 95% capacity factor. In addition, AI-driven computing requirements are expected to drive U.S. data center electricity demand, and SMRs are well-positioned to provide the continuous power capacity these facilities typically require with a smaller physical footprint and modular scalability to meet site-specific needs. In addition, we believe current energy alternatives fall short. Solar and wind generally have low capacity factors requiring costly firming infrastructure like natural gas generation or supply-constrained battery storage to achieve comparable reliability; fossil fuel generation requires backup during maintenance, faces challenges to meet government and customers’ climate targets, and has faced order backlogs, supply constraints and elevated costs; and traditional large-scale nuclear suffers from historical cost 29 Table of Contents overruns and project delays while requiring more land and significantly larger safety zones (16 kilometers versus 400 meters) than HTGRs. The Xe-100’s expected passive safety features, modular redundancy, online refueling, compact footprint, and virtually zero direct GHG emissions enable cost-effective co-location with emerging power demand hubs and flexible capacity scaling to match customer-specific requirements. Factors Affecting Our Performance Our ability to commence and expand commercial operations Our business model is dependent on our commencing and expanding commercial operations. We currently anticipate initial customer deliveries to achieve mechanical completion in the early 2030s, which we expect to take place 1-2 years ahead of commencement of operations. Commencement of nuclear construction for these projects is dependent upon finalizing and achieving design maturity, producing fuel for customers, and supporting our customers in pursuing necessary permits and licenses from the NRC and other agencies. Failure to complete any one of these tasks in a timely manner could result in us being unable to begin production in the anticipated timeframe. We are developing a global network of potential customers and supply chain partners that we expect will play an integral role in bringing our technology to market. In the near term, TRISO-X and Dow will depend on the U.S. government and a limited number of commercial HALEU suppliers for access to HALEU. In the long term, commercial enrichers are developing enrichment capabilities for future supplies. To the extent the U.S. government restricts our access to HALEU or otherwise fails to obtain sufficient HALEU for our needs, or the commercial market for enrichment fails to materialize in the amounts and in the timeframe we require or at all, our ability to commence and expand commercial operations may be significantly impaired. We operate in a capital intensive industry and expect to continue to incur operating losses for the foreseeable future as we continue to expand and develop, and may need to raise additional capital in the future. If we are unable to raise additional capital when needed, we may have to delay, scale back, or discontinue one or more of our projects. We may be required to cease operations or seek partners for our business at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available. These measures may significantly alter our business plan and could cause significant delays in the development of our business and ultimately our financial condition. Widespread acceptance of nuclear power as an emissions-free energy source Our growth and future success are dependent on public support for nuclear power in the U.S. and other countries where we intend to market and sell our technology, including Canada, the U.K. and certain countries in Europe and Asia, among others. Electricity demand is accelerating and is driven by data center buildout from cloud computing providers, industrial growth and reshoring of manufacturing, and broader electrification (e.g., electric vehicle installed base). Therefore, our business is also dependent on our customers’ need for electricity as well as public support for data center buildouts and industrial growth. In order for our business model to succeed, we will depend on energy providers sourcing a larger percentage of energy from nuclear power facilities instead of sourcing energy from fossil fuel facilities. Additionally, the market for SMRs has not yet been established, as we are one of the pioneers in the industry. As we scale and continue to invest in the capabilities of our SMRs and procure long lead-time items and engineering activities, our future revenue depends on a growing number of jurisdictions throughout the U.S. and globally adopting SMRs as an always-on, carbon emissions-free alternative to other energy sources. Inflation, supply chain pressures, and rising development costs could increase our operating expenses and adversely affect our margins We are a development and design stage company that is preparing its flagship product for market, with substantial governmental support and collaboration from a team of commercial partners. As we develop the Xe-100, TRISO-X fuel and other aspects of our business, we have been, and expect to continue to be, adversely affected by price increases from our suppliers and logistics partners as a result of inflation as well as other factors such as increased development, labor and overhead costs. We also expect to increase our workforce as we continue to execute on our expected timelines which will increase our costs in future periods. The Xe-100 and corresponding TRISO-X fuel are costly, complex and challenging to design and build. Sources of funding for the estimated cost include U.S. government funding, whether via the ARDP or other sources, and additional funding to be provided by X-energy’s designated partner under the ARDP. Currently, Dow is a sub-awardee and our designated partner under the ARDP. The ARDP grant is inclusive of three different components. First, for non-recurring engineering work related to the design of the Xe-100, X-energy is responsible for the funding of such engineering work and is eligible to receive 50% reimbursement for this funding through the ARDP program. Second, for TRISO-X fuel development and construction of TX-1, 30 Table of Contents X-energy is responsible for the funding and is eligible to receive 50% reimbursement for this funding through the ARDP program. These two ARDP-related programs are not tied to Dow’s funding requirements. Finally, for the construction of the Xe-100 plant, Dow is responsible for the funding of the Xe-100 plant at the Seadrift site and is eligible to receive 50% reimbursement for this funding through the ARDP program. Dow’s current funding commitments are representative of a typical energy project development process. At present, Dow’s funding is released as project milestones are reached; however, X-energy has no obligation to move forward with the project without funding from Dow. As we are currently in preliminary design, X-energy is receiving revenues from Dow pursuant to our MPDA for services including engineering services related to the Seadrift site, NRC licensing activities, and other technology use typical of services rendered during this development phase. If project milestones are reached, Dow’s funding commitments are expected to increase, as Dow will need to fund long-lead procurement and engineering services years in advance of commercial operations. However, in advance of certain project milestones, X-energy’s prepayments and purchase commitments will increase as we fund select long lead-time procurement items and engineering activities to support project timelines. We expect to be reimbursed or compensated for these payments and commitments by our customers, or, if a milestone is not met, to repurpose these items and activities for other projects. If a final investment decision is made, Dow is expected to continue to be responsible for the funding of the construction of the Xe-100 plant, which is eligible under the ARDP grant for 50/50 cost share. If Dow does not make a final investment decision with respect to the Seadrift project, X-energy is under no obligation to continue funding to the Dow project or construction on the plant itself. However, in order to continue our participation in the ARDP program, we would need to identify another customer within a reasonable amount of time for the demonstration portion of the project, and failure to do so could result in significant delays, increased costs, and loss of revenue. We continue to work with our commercial partners to seek opportunities for cost reductions associated with ARDP work. Irrespective of ARDP funding, we nonetheless expect sustained and increased inflation in the future to directly impact our operating expenses, which could ultimately impact expected gross margins across our business. Our ability to obtain and maintain regulatory approvals at federal, state and local levels Our capacity for continued growth and the ability to achieve and maintain profitability depends in large part on our ability to obtain and maintain regulatory approvals across multiple jurisdictions, including at the international, federal, state and local levels. The federal government, along with each state and local jurisdiction in which we operate, maintains distinct regulatory frameworks. These include laws and regulations that can directly or indirectly affect our operations and those of our customers, including matters related to real estate usage, environmental sustainability, employment and labor practices and community engagement. Our success will depend on our licensing team’s and our customers’ ability to continue to obtain and maintain regulatory approvals on commercially reasonable timelines. In addition, because our projects represent first-of-a-kind deployments, they may attract heightened scrutiny or opposition from local communities, non-governmental organizations, or advocacy groups, which could result in additional review, procedural challenges, or delays in obtaining regulatory approvals and increased costs or adverse outcomes. While we operate in an industry that is subject to, and benefits from, safety and environmental regulations, such regulations have generally become more stringent over time, particularly across developed markets. As a company in a highly regulated industry, our margins could be particularly and adversely impacted by changing or increasingly stringent regulatory developments or regulatory scrutiny. Regulations on nuclear energy are subject to unknown and unpredictable change that could impact our ability to meet projected sales or margins. Moreover, our and our customers’ ability to obtain regulatory approvals and comply with applicable nuclear regulatory requirements may affect our ability to market our technologies and obtain approvals in other countries. Our dependence on government policy support and funding for nuclear energy development Our future growth is largely dependent on our ability to continue to capitalize on government policy support and corporate investment in the nuclear energy industry. Congress has successfully reinvigorated the U.S. nuclear industry with a concentration on four main legislative priorities: (1) the initiation of the Advanced Reactor Demonstration Program; (2) regulatory framework reform through the Nuclear Energy Innovation and Modernization Act (NEIMA) in 2019 and the Accelerating Deployment of Versatile, Advanced Nuclear for Clean Energy Act (ADVANCE ACT) in 2024; (3) enacting financial instruments such as Investment Tax Credits, Manufacturing Tax Credits and Production Tax Credits as included in the Inflation Reduction Act of 2022; and (4) expanding and deploying federal credit support through the DOE’s Office of Energy Dominance Financing. We were selected by the DOE as an awardee under the ARDP in 2020 for one of two “demonstration” projects in the United States, and it is particularly critical to our success. The ARDP is structured as a 50/50 cost-share between the DOE and its private sector awardee for eligible costs, intended to reduce first-of-a-kind reactor risks with the goal to attract follow-on customers both domestically and in the global marketplace. More specifically, through the ARDP, we are eligible to receive from 31 Table of Contents the DOE approximately 50% of the cost of designing the Xe-100. We are also eligible to receive approximately 50% of the cost of TX-1, our first fuel fabrication facility. Subsequent fuel fabrication facilities are not eligible for reimbursement. Finally, our first customer to build a reactor, Dow, is eligible to receive approximately 50% of the cost to build the first Xe-100, which it will do at its Seadrift site in Texas. Congress has appropriated funding that was allocated towards our award, in total of approximately $1.1 billion, as well as recent additional appropriations of $3.1 billion to ARDP and other nuclear projects. While we have been notified that we were selected to receive an additional amount under the ARDP, any increase in the amount allocated to X-energy remains subject to execution of a subsequent contract award modification to the ARDP Agreement by the DOE’s contracting officer and continuation application approvals. If political support for the prioritization of the development of nuclear energy decreases, including due to policy changes by the current U.S. administration or future administrations or changing congressional funding priorities, we may be unable to secure continued government funding under the ARDP including any expected increase, which would adversely affect our business, development timeline, and financial condition. Our ability to expand our services offerings We intend to offer customers a diversified suite of services throughout the life of a project / reactor, beginning prior to a plant’s commercial operation date. Our envisioned suite of services includes pre- and post-commercial operations date offerings, whereby we intend to provide customers with critical services related to the design, development, licensing, construction, fueling, operations and maintenance of the Xe-100. We expect that, as we refine our services offerings, first with Dow and the early Amazon and Centrica projects, the number of services we offer and the percentage of revenue we generate from our services offerings will grow. We anticipate that our services offerings will provide consistent, recurring revenues throughout the expected life of each reactor. Recent Developments Initial Public Offering In April 2026, we completed our initial public offering, in which we issued and sold an aggregate of approximately 50.9 million shares of our Class A Common Stock, which includes the exercise of the underwriters over-allotment option, at a public offering price of $23.00 per share. We received aggregate proceeds of approximately $1.1 billion after deducting the underwriting discounts and commissions and before offering expenses payable by us. Immediately preceding the closing, as part of a series of organizational transactions, (collectively, the “Reorganization Transactions” which are described in Item 1 of Part I — “Financial Statements — Note 1 — Organization and Nature of Business”), XERC’s legacy Series A redeemable convertible preferred units, Series A-1 redeemable convertible preferred units, Series B redeemable convertible preferred units, Series C redeemable convertible preferred units, Series C-1 redeemable convertible preferred units, and Series D redeemable convertible preferred units converted into Common Units of XERC and were then ultimately exchanged for Class A Common Stock of X-Energy, Inc. Additionally, Class B Common Units, which primarily represented Profit Interest Units held by management and employees through X-Energy Management LLC (“Management LLC”), were contributed to X-Energy, Inc. in exchange for Class A Common Stock, which shares remain subject to the same vesting conditions applicable to the corresponding Common Units immediately prior to such contribution. Continuing Equity Owners refers to certain direct and indirect owners of XERC prior to the Reorganization Transactions that own Common Units in XERC and our Class B common stock after the Reorganization Transactions. As part of the Reorganization Transactions, X-Energy, Inc. issued to the Continuing Equity Owners shares of Class B common stock equal to the number of Common Units of XERC held by the Continuing Equity Owners resulting in an Up-C structure. Refer to Item 1 of Part I — “Financial Statements — Note 1 — Organization and Nature of Business” for additional information. Environmental Assessment with Finding of No Significant Impact On May 18, 2026, the NRC announced it had completed its Environmental Assessment for Dow and our Construction Permit Application for our proposed advanced nuclear project in Seadrift, Texas. The NRC’s review was completed ahead of schedule and concluded with a Finding of No Significant Impact. Centrus Agreement On August 6, 2026, we announced a definitive agreement with Centrus Energy Corp. (“Centrus”) for Centrus to provide us with enrichment services for LEU and HALEU. The agreement establishes terms for commitments operating under a phased approach and prepayments by us to support Centrus’ domestic commercial enrichment capacity program. 32 Table of Contents Key Components of Results of Operations Revenues and grant income At present, our revenues and grant income are generally derived from contract services performed for the U.S. Government and commercial entities. Our revenues are generally derived from cost-share agreements such as the Advanced Reactor Demonstration Program (“ARDP”) provided by the U.S. government and research and development, product development, and fuel services provided to other government agencies and commercial entities. A majority of our contracts with the U.S. government are generally subject to the Code of Federal Regulation (“CFR”) and are competitively priced based on estimated costs of providing the contractual goods or services. In the future, we expect to generate revenue through technology fees for the use of the design of the Xe-100 technology, project planning, assembly coordination, construction support, regulatory support, procurement support, long-term services to customers and the supply of fuel and associated services. Operating expenses Direct costs Direct costs include all costs directly attributable to providing services under contracts with customers and grants related to income, such as direct labor, direct materials and subcontracting costs. Indirect costs are allocated to direct costs in the same manner as such costs are defined in disclosure statements under U.S. Government Cost Accounting Standards. Selling, general and administrative Selling, general and administrative expenses consist of human capital related expenses for employees involved in general corporate functions; rent relating to our office space; professional fees; and other general corporate costs. Research and development We conduct research and development activities related to the development and improvement of technologies pertaining to nuclear reactor and fuel design engineering. The costs incurred for conducting the research and development primarily include equipment, material, and labor hours. Other income (expense) Interest expense Interest expense, when incurred, consists of amortization of deferred financing costs. Interest income Interest income is primarily related to our investment of excess cash in money market funds and debt securities. Other income (expense), net Other income (expense), net consists of miscellaneous income and expenses such as mark-to-market gains and losses on various instruments, which mark-to-market gains and losses are detailed in Item 1 of Part I — “Financial Statements — Note 13 — Fair Value Measurements” of our condensed consolidated financial statements. Other income (expense), net also consists of the gains and losses on conversion of C-2 Notes and related reclassification of other comprehensive income, losses on extinguishment of debt, gains and losses on foreign currency transactions, and other miscellaneous expenses. 33 Table of Contents Results of Operations The following table includes our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results. Comparison of Fiscal Periods Ended June 30, 2026 and 2025 The following table includes our historical results for the periods indicated and the changes between periods (in thousands, except percentages): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 $ Change % Change 2026 2025 $ Change % Change Services revenue $ 50,119 $ 16,919 $ 33,200 196 % $ 90,025 $ 34,010 $ 56,015 165 % Grant income 4,482 4,585 (103 ) (2 )% 7,999 8,298 (299 ) (4 )% Total revenues and grant income 54,601 21,504 33,097 154 % 98,024 42,308 55,716 132 % Operating expenses Direct costs: Direct costs 80,468 35,129 45,339 129 % 144,391 63,853 80,538 126 % Equity-based and unit-based compensation 6,190 1,000 5,190 519 % 7,626 1,000 6,626 663 % Selling, general and administrative: Selling, general and administrative 43,623 21,665 21,958 101 % 84,460 39,353 45,107 115 % Depreciation and amortization 639 324 315 97 % 1,090 550 540 98 % Equity-based and unit-based compensation 33,471 5,358 28,113 525 % 36,300 5,424 30,876 569 % Research and development 244 808 (564 ) (70 )% 299 1,210 (911 ) (75 )% Total operating expenses 164,635 64,284 100,351 156 % 274,166 111,390 162,776 146 % Operating loss (110,034 ) (42,780 ) (67,254 ) 157 % (176,142 ) (69,082 ) (107,060 ) 155 % Other income (expense) Interest expense — (360 ) (360 ) (100 )% — (484 ) (484 ) (100 )% Interest income 11,013 4,980 6,033 121 % 19,942 10,457 9,485 91 % Other income (expense), net (6,312 ) (50,688 ) 44,376 88 % (115,350 ) (39,951 ) (75,399 ) (189 )% Total other income (expense), net 4,701 (46,068 ) 50,769 110 % (95,408 ) (29,978 ) (65,430 ) (218 )% Net loss $ (105,333 ) $ (88,848 ) $ (16,485 ) 19 % $ (271,550 ) $ (99,060 ) $ (172,490 ) 174 % Revenues and grant income Services revenues and grant income increased by $33.1 million or 154% and $55.7 million or 132% for the three and six months ended June 30, 2026, respectively, compared to the comparable prior-year periods. This was primarily due to increases of $31.9 million and $56.0 million in revenue and grant income from the ARDP Agreement with the U.S. Department of Energy (“DOE”) for the three and six months ended June 30, 2026, respectively. This was driven by an increase in project execution activities under the ARDP Agreement as the Company continued to advance the development and finalization of the Xe-100 reactor design. The increase reflected higher spending on materials, subcontractor services, and payroll to support the expanded scope of work. Operating expenses Direct costs Direct costs increased by $50.5 million or 140% and $87.2 million or 134% for the three and six months ended June 30, 2026, respectively, compared to the comparable prior-year period, primarily driven by expanded activity under the ARDP Agreement. Subcontracting costs increased by $23.5 million and $32.0 million for the three and six months ended June 30, 2026, respectively, and direct materials costs increased $3.5 million and $17.7 million for the three and six months ended June 30, 2026, respectively. Additionally, compensation costs increased by $21.7 million and $34.2 million for the three and six months ended June 30, 2026, respectively, including $16.5 million and $27.6 million from higher employee headcount to support the expanded activity under the ARDP Agreement, and $5.2 million and $6.6 million from increased equity-based and unit-based compensation expense for the three and six months ended June 30, 2026 due to stock option grants to certain former holders of Profits Interest Units (“PIUs”) in connection with the Company’s IPO. As the options are subject to the same provisions with respect to vesting as the related PIUs, a certain portion of which were vested prior to the IPO, the incremental compensation cost for options that 34 Table of Contents vested upon grant was recognized immediately. The compensation cost for the unvested options will be recognized over the remaining service periods. Selling, general and administrative Selling, general and administrative expenses increased by $50.4 million or 184% and $76.5 million or 169% for the three and six months ended June 30, 2026, respectively, compared to the comparable prior-year periods. Compensation costs increased by $38.6 million and $51.2 million for the three and six months ended June 30, 2026, respectively, due to increases in equity-based and unit-based compensation expense of $28.1 million and $30.9 million for the three and six months ended June 30, 2026, respectively, primarily due to the stock option grants discussed above, as well as $10.5 million and $20.3 million for the three and six months ended June 30, 2026, respectively, from higher employee headcount. Additionally, infrastructure and professional service costs increased by $6.9 million and $14.1 million for the three and six months ended June 30, 2026, respectively, primarily driven by cloud computing and storage costs for corporate use and professional fees for back-office support associated with our transition to, and initial operations as, a public company. Research and development Research and development expenses decreased by $0.6 million or 70% and $0.9 million or 75% for the three and six months ended June 30, 2026, respectively, compared to the comparable prior-year periods. Other income (expense) Interest expense Interest expense decreased by $0.4 million or 100% and $0.5 million or 100% for the three and six months ended June 30, 2026, respectively, compared to the comparable prior-year periods. This was due to the settlement, maturity, redemption, and conversion of all of our outstanding debt in prior periods. Interest income Interest income increased by $6.0 million or 121% and increased by $9.5 million or 91% for the three and six months ended June 30, 2026, respectively, compared to the comparable prior-year periods. This was due to interest on investments in held-to-maturity securities that were made since our capital raise in the fourth quarter of 2025. Other income (expense), net Other income (expense), net increased by $44.4 million or 88% for the three months ended June 30, 2026 compared to the comparable prior-year period. This was primarily due to a $44.9 million decrease in mark-to-market expense on warrant liabilities. Other income (expense), net decreased by $75.4 million or 189% for the six months ended June 30, 2026 compared to the comparable prior-year period, primarily due to a $74.9 million increase in mark-to-market expense on warrant liabilities. Non-GAAP Financial Measures In this Form 10-Q, we use certain non-GAAP financial measures, including fully diluted share count, adjusted net loss and adjusted net loss per share, diluted, EBITDA and adjusted EBITDA (collectively, the “Non-GAAP Financial Measures”). The Non-GAAP Financial Measures are supplemental measures, are not defined by or presented in accordance with GAAP, have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our financial results as reported under GAAP. A potential limitation of these Non-GAAP Financial Measures is that other companies may report similar non-GAAP metrics, but calculate them differently, which reduces the usefulness of these non-GAAP metrics as a comparative measure. Because of this and other limitations, you should not consider the Non-GAAP Financial Measures as a substitute for our GAAP-based financial performance measures. 35 Table of Contents Fully Diluted Share Count, Adjusted Net Loss, and Adjusted Net Loss Per Share, Diluted Non-GAAP fully diluted share count is defined by us as the weighted average of our Class A common stock outstanding for the period reported if (i) all of the holders of Common Units in XERC redeemed their XERC Common Units for shares of our Class A common stock on a 1:1 basis (and effected the cancellation of their Class B common stock of which they hold an equal number to the number of XERC Common Units they hold), (ii) all of our outstanding options (whether or not vested and whether or not in-the-money) that remain outstanding were exercised for shares of Class A common stock and (iii) all of our outstanding RSAs and RSUs vested. Non-GAAP fully diluted share count is used by our management to evaluate, among other things, potential shareholder dilution, facilitate period-over-period comparability, and support internal planning and capital allocation decisions. In particular, we believe that the inclusion of non-GAAP fully diluted share count provides information that is useful to investors because this measure enables them to better evaluate the potential impact of outstanding XERC Common Units that are redeemable for Class A common stock (with an equal number of Class B common stock cancelled at the time of redemption) and equity awards on the Company’s capital structure. Adjusted net loss adjusts GAAP net loss attributable to X-Energy, Inc. by (i) including net loss attributable to XERC prior to the IPO, (ii) including net loss attributable to non-controlling interests subsequent to the IPO, (iii) excluding equity-based and unit-based compensation and (iv) excluding mark-to-market losses on warrant liabilities and C-2 Notes from Net Loss. Adjusted Net Loss Per Share, diluted is calculated by dividing Adjusted net loss by the fully diluted share count. Adjusted net loss and Adjusted net loss per share, diluted are used by our management to, among other things, facilitate period-over-period comparability, and support internal planning and capital allocation decisions. Management believes these measures provide investors with useful supplemental information by facilitating period-to-period comparisons and by excluding the effects of certain non-cash items that may obscure underlying operating trends. Including net loss attributable to non-controlling interests enables investors to evaluate the operating results of the Company’s consolidated business without regard to its ownership structure. We exclude equity-based and unit-based compensation and mark-to-market loss on warrant liabilities and C-2 Notes from our Non-GAAP Financial Measures (other than fully diluted share count) primarily because they are non-cash expenses and management finds it useful to exclude certain non-cash charges to assess the appropriate level of various operating expenses to assist in budgeting, planning, and forecasting future periods. Moreover, because of varying available valuation methodologies, subjective assumptions, and the variety of award types that companies can use under FASB ASC 718, Stock Compensation, we believe excluding equity-based and unit-based compensation allows investors to make meaningful comparisons between our recurring core business operating results and those of other companies. In addition, mark-to-market loss on warrant liabilities varies based on changes in the Company’s valuation, is highly variable due to factors outside our control and is unrelated to our core operations. Therefore, management does not consider mark-to-market loss on warrant liabilities and C-2 Notes in the evaluation of the business or making operating plans. Accordingly, we believe these adjustments provide investors with a better understanding of the performance of our core business in a manner that is consistent with management’s view of the business. The following table presents the reconciliations of (i) Net loss to Adjusted net loss; (ii) Weighted average shares of Class A common stock outstanding on both a basic and diluted basis to the fully diluted share count; and (iii) Net loss per share of Class A 36 Table of Contents common stock to Adjusted net loss per share of Class A common stock on a diluted basis (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Numerator: Net loss attributable to X-Energy, Inc. $ (59,090 ) $ — $ (59,090 ) $ — Net loss attributable to X-Energy Reactor Company, LLC (“XERC”) prior to the IPO (21,159 ) (88,848 ) (187,376 ) (99,060 ) Net loss attributable to non-controlling interests subsequent to the IPO (25,084 ) — (25,084 ) — Net loss $ (105,333 ) $ (88,848 ) $ (271,550 ) $ (99,060 ) Adjustments: Equity-based and unit-based compensation 39,661 6,358 43,926 6,424 Mark-to-market loss on warrant liabilities and C-2 Notes 5,574 51,484 114,473 40,903 Adjusted net loss $ (60,098 ) $ (31,006 ) $ (113,151 ) $ (51,733 ) Denominator: Weighted average shares of Class A common stock outstanding, basic and diluted 280,148,818 N/A 280,148,818 N/A Adjustments: Shares of Class B common stock outstanding(1) 118,907,377 N/A 118,907,377 N/A Vested and unvested stock options outstanding 7,566,848 N/A 7,566,848 N/A Unvested Restricted Stock Awards and Restricted Stock Units 7,531,628 N/A 7,531,628 N/A Fully diluted share count(2) 414,154,671 N/A 414,154,671 N/A Net loss per share, diluted(3) $ (0.21 ) N/A $ (0.21 ) N/A Adjusted net loss per share, diluted(4) $ (0.15 ) N/A $ (0.27 ) N/A __________ (1)Holders of shares of Class B common stock hold an equal number of XERC Common Units. XERC Common Units can be redeemed for shares of Class A common stock or, at the Company’s election in certain circumstances, cash. At the time of redemption of XERC Common Units for shares of Class A common stock, an equivalent number of shares of Class B common stock are cancelled. (2)The Company currently has a warrant outstanding that is exercisable for 14.1 million shares contingent upon future events or performance conditions. In accordance with management’s assessment under ASC 450, this warrant was not deemed probable of vesting as of June 30, 2026. As such, the warrant is currently not included in the fully diluted share count. (3)Net loss per share, diluted is calculated by dividing the Net loss attributable to X-Energy, Inc. by the Weighted average shares of Class A common stock outstanding, basic and diluted. (4)Adjusted net loss per share, diluted is calculated by dividing Adjusted net loss by the fully diluted share count. EBITDA and Adjusted EBITDA (defined below) Earnings Before Interest, Income Taxes, Depreciation and Amortization (“EBITDA”) adjusts Net loss attributable to X-Energy, Inc. by (i) including net loss attributable to XERC prior to the IPO, (ii) including net loss attributable to non-controlling interests subsequent to the IPO, and then adjusting for (iii) interest expense, (iv) interest income and (v) depreciation and amortization expense. EBITDA is used by management to evaluate the Company’s operating performance by excluding the effects of financing decisions, income taxes, and non-cash depreciation and amortization, which can vary significantly between companies due to differences in capital structure, tax positions and asset bases. We believe EBITDA allows investors insight into the Company’s core operating performance and facilitates comparisons across reporting periods. Adjusted EBITDA is EBITDA excluding (i) equity-based and unit-based compensation and (ii) mark-to-market loss on warrant liabilities and C-2 Notes. Adjusted EBITDA is used by our management to assess our operating performance. For the reasons stated above, we believe these adjustments exclude variables unrelated to our core operations and allow for meaningful comparisons between our operating results from period to period. 37 Table of Contents The following table presents the reconciliation of Net loss attributable to X-Energy, Inc. to EBITDA and Adjusted EBITDA (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net loss attributable to X-Energy, Inc. $ (59,090 ) $ — $ (59,090 ) $ — Net loss attributable to XERC prior to the IPO (21,159 ) (88,848 ) (187,376 ) (99,060 ) Net loss attributable to non-controlling interests subsequent to the IPO (25,084 ) — (25,084 ) — Net loss (105,333 ) (88,848 ) (271,550 ) (99,060 ) Adjustments: Interest expense — 360 — 484 Interest income (11,013 ) (4,980 ) (19,942 ) (10,457 ) Income tax expense — — — — Depreciation and amortization 639 324 1,090 550 EBITDA $ (115,707 ) $ (93,144 ) $ (290,402 ) $ (108,483 ) Adjustments: Equity-based and unit-based compensation 39,661 6,358 43,926 6,424 Mark-to-market loss on warrant liabilities and C-2 Notes 5,574 51,484 114,473 40,903 Adjusted EBITDA $ (70,472 ) $ (35,302 ) $ (132,003 ) $ (61,156 ) Liquidity and Capital Resources We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. Our expected primary uses of cash on a short-term and long-term basis are for working capital requirements, capital expenditures, and other general corporate services. Our primary working capital requirements are for project execution activities including purchases of materials, subcontracted services and payroll which fluctuate during the year, driven primarily by the timing and extent of activities required on new and existing projects. Management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to the development of our technology, procurement of long lead-time items and engineering activities, and the development of market and strategic relationships with other businesses. Consequently, our ability to execute our long-term business plan is dependent upon our ability to obtain additional capital to support our ongoing operations. Historically, our primary source of funding to support our operations has been revenue and grant income from the ARDP Agreement, contributions and loans from members, loans from financial institutions as well as capital raises. In April 2026, we completed our IPO, in which we issued and sold 50.9 million shares of our Class A common stock for net proceeds aggregating approximately $1.1 billion. While we have historically been successful in obtaining the capital necessary to support our operations, there is no assurance that we will be able to secure additional capital or other financing in the future. We have had, and expect that we will continue to have, an ongoing need to raise additional capital from outside sources to fund our operations and expand our business. If we are unable to raise additional capital when desired, or on acceptable terms, our business, financial condition, operating results and future prospects could be harmed, and we may not be able to complete our TX-1 fuel fabrication facility construction and begin production or begin construction on TX-2 or other fuel fabrication facilities, support development of the Xe-100 plant or conduct other research and development or project and fulfill our current business plan, and therefore, we may need to delay, re-evaluate or discontinue these and other projects. A successful transition to attaining profitable operations depends upon achieving a level of revenue and grant income adequate to support us. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to the development and commercialization of the Xe-100 and our fuel fabrication facilities. We intend to finance these expenses with further issuances of debt or equity securities. Thereafter, we expect we will need to raise additional capital and generate revenues and grant income to meet long-term operating requirements. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our equity holders could be significantly diluted, 38 Table of Contents and these newly issued securities may have rights, preferences or privileges senior to those of existing equity holders. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operating flexibility and also require us to incur interest expense. We had the following debt outstanding during the three and six months ended June 30, 2025 which were matured or converted during the year ended December 31, 2025 and were no longer outstanding during the six months ended June 30, 2026: •Live Oak Credit Facility: On June 14, 2021, we entered into a credit agreement for a revolving credit facility (the “Live Oak Credit Facility”) with Live Oak Bank. The Live Oak Credit Facility was amended various times from the date of entering into the facility until the maturity. In accordance with the Live Oak Credit Facility’s stated terms, we settled the outstanding principal associated with the Live Oak Credit Facility with a payment of $4.1 million in October 2024. On October 31, 2024, with no outstanding borrowings, the facility matured. On May 9, 2025, we reestablished the facility, with an expiration date of December 1, 2025. As there were no draws on the facility during the year ended December 31, 2025, the facility matured on December 1, 2025. •Series C-2 Convertible Notes: During 2022 and 2023, we issued convertible notes payable in an aggregate principal amount of $113.0 million (“C-2 Notes”), respectively, of which $70.0 million of the C-2 Notes were issued to related parties. The C-2 Notes were scheduled to mature on September 30, 2025 and accrue 10.0% of payable-in-kind interest annually. On October 11, 2024, a portion of the C-2 Notes with an aggregate principal balance of $98.0 million converted into 17.0 million Series C preferred units. On September 30, 2025, the remaining $18.4 million of outstanding principal and unpaid accrued interest on the C-2 Notes were converted into 2.9 million Series C preferred units. Refer to Item 1 of Part I — “Financial Statements — Note 7 — Debt” for additional information. In the ordinary course of business, we enter into agreements with suppliers and other third parties that give rise to unconditional purchase obligations. For additional information regarding our unconditional purchase obligations, see Item 1 of Part I — “Financial Statements — Note 15 — Commitments and Contingencies.” We believe our existing balance of cash and cash equivalents and short-term investments will be sufficient to meet our obligations due or anticipated to be due within one year from the date of this Quarterly Report on Form 10-Q, including operating expenses, working capital, and current commitments for capital expenditures. Our future capital requirements may depend on many factors, including those set forth in the section of this Quarterly Report on Form 10-Q entitled “Risk Factors.” We anticipate that future investments may require significant debt and/or equity financing. The sale of additional equity would result in dilution to our stockholders. The incurrence of debt would result in debt service obligations, and the instruments governing such debt could provide for operational and/or financial covenants that further restrict our operations. There can be no assurances that we will be able to raise additional capital on favorable terms or at all. The inability to raise capital could adversely affect our ability to achieve our business objectives. Cash Flows Six Months Ended June 30, 2026 and June 30, 2025 Cash flow information is as follows (in thousands): Six Months Ended June 30, 2026 2025 Net cash used in operating activities $ (164,568 ) $ (61,839 ) Net cash used in investing activities (239,615 ) (18,667 ) Net cash provided by financing activities 1,091,236 50,402 Operating Activities For the six months ended June 30, 2026, our operating activities used $164.6 million of net cash compared to $61.8 million for the six months ended June 30, 2025. The increase in cash used in operating activities is primarily driven by an increase in activity on the ARDP Agreement, including deposits to vendors for long-lead materials, as well as increases in corporate headcount and corporate contractors during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Investing Activities For the six months ended June 30, 2026, our investing activities used $239.6 million of net cash compared to $18.7 million for the six months ended June 30, 2025. The increase in net cash used in investing activities was primarily attributable to an increase in purchases of investments of $316.5 million, and a $70.7 million increase in capital expenditures related to the 39 Table of Contents construction of facilities during the six months ended June 30, 2026. These increases in cash outflows were partially offset by an increase in proceeds from investment maturities of $130.9 million and a $35.3 million increase in reimbursements received during the period for capital expenditures qualifying under government grant programs. Financing Activities For the six months ended June 30, 2026, financing activities provided $1.1 billion of net cash compared to $50.4 million for the six months ended June 30, 2025. The net cash provided by financing activities during the six months ended June 30, 2026 was primarily due to $1.1 billion of net proceeds from our initial public offering. The net cash provided by financing activities during the six months ended June 30, 2025 was primarily due to the January 2025 issuance of Series C-1 preferred units of $53.4 million, offset by $2.5 million of cash paid for associated issuance costs. Material Cash Requirements from Known Contractual and Other Obligations In addition to our contractual obligations and commitments described under “Liquidity and Capital Resources,” we lease real estate for office space. These leases are classified as operating leases with various expiration dates through 2037. See Note 8 — Leases of the Notes to Consolidated Financial Statements in the audited consolidated financial statements of the Company for the year ended December 31, 2025 included in the Company’s prospectus dated April 23, 2026, filed with the SEC on April 27, 2026 for more information regarding our lease commitments. Critical Accounting Policies and Estimates We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of our operations. Refer to Item 1 of Part I — “Financial Statements — Note 2 — Summary of Significant Accounting Policies and Recent Accounting Pronouncements” for a description of our other significant accounting policies. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the amounts reported in those condensed consolidated financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates. Revenue and Cost Recognition The Company generated all of its services revenue from contracts with customers, a substantial portion of which was generated from contracts with the U.S. Government. A majority of the Company’s contracts with the U.S. Government are generally subject to the Federal Acquisition Regulation and are priced based on estimated costs of providing the contractual services. The Company accounts for a contract when the parties have approved the contract and are committed to perform on it, the rights of each party and the payment terms are identified, the contract has commercial substance, and collection of substantially all of the consideration is probable. The Company evaluates if its contracts are partially in the scope of ASC 606 and partially in the scope of other guidance. For contracts partially in the scope of other guidance, the Company separates and allocates the arrangement consideration to those components in accordance with ASC 606 unless the other guidance provides its own separation and allocation guidance. The Company generally recognizes revenue over time throughout the performance period as the customer simultaneously receives and consumes the benefits provided on services-type revenue arrangements. The Company satisfies its performance obligation as services are rendered. An input method is used for cost-based contracts, based on the cost of services which correspond directly with the value of the Company’s performance completed to date. For fixed-fee contracts, the Company applies an input method — specifically the cost-to-cost approach — where revenue is recognized in proportion to costs incurred, reflecting progress towards complete satisfaction of the performance obligation. Contract modifications are reviewed to determine whether they should be accounted for as part of the original performance obligation or as a separate contract. When a contract modification changes the scope or price and the additional performance obligations are at their standalone selling price, the original contract is terminated and the Company accounts for the change prospectively when the new services to be transferred are distinct from those already provided. When the contract modification includes services that are not distinct from those already provided, the Company records a cumulative adjustment to revenue based on a remeasurement of progress towards the complete satisfaction of the not yet fully delivered performance obligation. 40 Table of Contents The Company utilizes other parties in the performance of some services. Based on the Company’s evaluation using a control model, the Company determined that in all of its performance obligations, it serves as a principal rather than an agent within its revenue arrangements. Revenue and the associated expenses are both reported on a gross basis within the condensed consolidated statements of operations and comprehensive loss. Financial Instruments and Fair Value Measurements We estimate fair value based on assumptions that active market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs. Fair value measurements are categorized according to the criteria below based on the lowest level of input that is significant to the overall fair value measurement of the instrument: •Level 1 inputs: Quotes prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date; •Level 2 inputs: Inputs other than quoted prices included within Level 1 inputs that are observable for the asset or liability, either directly or indirectly; and •Level 3 inputs: Unobservable inputs for the asset or liability. These are used to measure fair value to the extent those observable inputs are not available, thereby allowing for situations in which there is minimal, if any, market activity for the asset or liability at the measurement date. Recent Accounting Pronouncements Refer to Item 1 of Part I — “Financial Statements — Note 2 — Summary of Significant Accounting Policies and Recent Accounting Pronouncements” of our condensed consolidated financial statements for additional information. Emerging Growth Company (“EGC”) Status The Company is an EGC as such term is defined under the JOBS Act. Therefore, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. We will remain an emerging growth company until the earliest of  (i) December 31, 2031, (ii) the last day of the year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last day of the year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act of 1934, as amended (“Exchange Act”) and (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. The JOBS Act also provides that an emerging growth company may take advantage of the extended transition period provided in the Securities Act of 1933, as amended (“Securities Act”) for complying with new or revised accounting standards. An emerging growth company may therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption.