Ares entities report large X-Energy (XE) ownership position
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
X-Energy, Inc. received an initial ownership report from investment vehicles affiliated with Ares. The filing shows indirect holdings of 5,440,619 shares of Class A common stock by Ares X-Energy Holdings LP and 24,418,756 Common Units with an equivalent number of Class B shares split between Ares X-Energy Holdings LP and ACIP Investments Pooling LLC - Series 31. These Common Units may be redeemed on a one-to-one basis for Class A shares, with an equivalent number of Class B shares cancelled on exchange.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Ares Partners Holdco LLC, Ares X-Energy Holdings LP, ACIP Investments Pooling LLC - Series 31
Role
null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Units | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
| holding | Class B common stock | -- | -- | -- |
Holdings After Transaction:
Common Units — 24,418,756 shares (Indirect, See Footnotes);
Class A common stock — 5,440,619 shares (Indirect, See Footnotes);
Class B common stock — 24,418,756 shares (Indirect, See Footnotes)
Footnotes (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. 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"). 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. 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. 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. 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. 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.
Key Figures
Class A common stock held: 5,440,619 shares
Common Units and Class B shares: 24,418,756 units/shares
Common Units held by Ares X-Energy Holdings LP: 21,762,476 units
+3 more
6 metrics
Class A common stock held
5,440,619 shares
Indirectly held by Ares X-Energy Holdings LP
Common Units and Class B shares
24,418,756 units/shares
Common Units and equivalent Class B shares held by Ares entities
Common Units held by Ares X-Energy Holdings LP
21,762,476 units
With equivalent number of Class B shares
Common Units held by ACIP Investments
2,656,280 units
With equivalent number of Class B shares
Redemption ratio
1 Common Unit : 1 Class A share
Common Units redeemable into Class A common stock
Common Unit expiration
Do not expire
Stated for X-Energy Reactor Company, LLC Common Units
Key Terms
Common Units, Class B common stock, beneficial ownership, pecuniary interest, +1 more
5 terms
Common Units financial
"Consists of (i) 21,762,476 Common Units and an equivalent number of shares"
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
Class B common stock financial
"an equivalent number of shares of Class B common stock directly held"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
beneficial ownership financial
"may be deemed to share beneficial ownership of the securities directly held"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaim beneficial ownership of such securities except to the extent of its respective pecuniary interest therein"
ten percent owner financial
"is_ten_percent_owner": 1"
FAQ
What does the Ares Form 3 filing show for X-Energy (XE)?
The Form 3 shows Ares-affiliated entities as significant owners of X-Energy. They indirectly hold Class A and Class B common stock and Common Units, establishing them as major shareholders without reporting any new share purchases or sales in this filing.
Can the reported X-Energy Common Units be converted into Class A stock?
Yes. The Common Units of X-Energy Reactor Company, LLC may be redeemed for X-Energy Class A common stock on a one-to-one basis. When redeemed, an equivalent number of Class B shares is cancelled, and the Common Units do not expire according to the disclosure.