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FRVO 10-K & 10-Q changes, risk factors and insider trading

Fervo Energy Co · Nasdaq · Electric Services · CIK 1853868 · All filings on SEC.gov

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What changed in the latest 10-K

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What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-13 (period ending 2026-06-30) with 10-Q filed 2026-06-23 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

4new paragraphs
1removed paragraphs
24reworded paragraphs
35,135 → 35,406words in section

New heading “Our existing federal environmental approvals may not be sufficient to support the full capacity we anticipate developing at Cape Station.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text
“Our existing federal environmental approvals may not be sufficient to support the full capacity we anticipate developing at Cape Station.”
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New text topics: tariff
“However, data center development has faced increasing public scrutiny and community opposition, including in states where we plan to develop projects, based on concerns about electricity rates, infrastructure costs, land use, grid strain and water consumption. In response, governmental authorities, utility regulators, and interest groups have proposed or adopted measures affecting data center development and energy procurement. …”
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Reworded topics: tariff

Paragraph as it now reads, with added and removed wording marked:

We mitigate tariff risk through diversified sourcing from allied jurisdictions, multi‑year procurement frameworks for ORC and balance‑of‑plant equipment, and a modular development approach that provides scheduling flexibility. Notwithstanding these measures, adverseAdverse changes in trade policy or market conditions could still negatively affect our operating results, cash flows, and overall financial performance.
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Removed text topics: inflation
“Another aspect of geothermal operations is the management and stabilization of subsurface impacts, including ground subsidence or inflation, related to reservoir creation and injection. Inflation and subsidence, if not controlled, can adversely affect agricultural operations and infrastructure at or near the land surface, prompt new permit conditions or setbacks, result in curtailments that impair our ability to perform under affected PPAs, and increase potential exposure to third-party claims.”
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Reworded topics: inflation

Paragraph as it now reads, with added and removed wording marked:

Our wellfields and operations may be subject to frequent low‑level seismic disturbances, natural or induced. Serious seismic disturbances are possible, including earthquakes, volcanic eruptions and lava flows, and could result in damage to equipment or degraded subsurface resources to such an extent that we could not perform under the PPA for the affected power plant, which in turn could reduce our net income and adversely affect our financial condition and cash flow. Researchers and regulators have identified a potential link between hydraulic‑stimulation activities and seismic events, which may lead to heightened scrutiny and potential litigation in certain jurisdictions. Another aspect of geothermal operations is the management and stabilization of subsurface impacts, including ground subsidence or inflation, related to reservoir creation and injection. Inflation and subsidence, if not controlled, can adversely affect agricultural operations and infrastructure at or near the land surface, prompt new permit conditions or setbacks, result in curtailments that impair our ability to perform under affected PPAs, and increase potential exposure to third-party claims.
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New text
“If the surface disturbance required for development exceeds that contemplated by our existing approvals, we may be required to amend those approvals, complete supplemental environmental review or obtain additional permits or other governmental approvals. The timeline to obtain such amendments or additional approvals is uncertain. We may not obtain any required amendments or additional approvals on our anticipated timeline, on acceptable terms or at all, and applicable government agencies may impose additional mitigation measures, operating restrictions or project design changes. …”
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Reworded

The capital expenditures we expect to incur as we complete the development of our future projects will be significant, including wellfield drilling and completions for EGS reservoirs and procurement of binary, air-cooled ORC power plants. Our standardized modular approach contemplates deployment across GeoClusters via 50-megawatt GeoBlocks, and our estimate of capital expenditures to construct a single GeoBlock was approximately $7,000/kW as of MarchJune 31,30, 2026, inclusive of wellfield, surface facilities and plant equipment. WeAs of June 30, 2026, we currently estimate capital expenditures of approximately $1.2$850.0 billionmillion overto $900.0 million for the nextremainder twelveof months,2026, a majority of which approximately $1.1 billion relates to our facilities at Cape Station Phase I and Phase II facilities.Station. Although we currently hold certain federal approvals that have already undergone National Environmental Policy Act (“NEPA”) review covering approximately 2 gigawatts of capacity potential, a portion of these capital expenditures (including exploration, geophysical surveys, test and delineation wells, stimulation, and other reservoir development activities) must be incurred before we obtain, or can finalize, certain material permits, land use authorizations, and approvals that are outside the scope of NEPA review, including site‑specific well permits (e.g., drilling, injection and production well permits), water rights and related authorizations, and state and local permits and approvals (such as land use, building, grading, cultural and environmental, and air and noise permits). As of the date of this filing, 79 out of 80 permits of the governmental permits and approvals necessary to commence commercial operations at Cape Station Phase I have been received, and the single remaining necessary permit is in process. Moreover, 82 out of 179 permits of the governmental permits and approvals necessary to commence commercial operations at Cape Station Phase II have been received, and the remaining 97 are in process. Of those in-process approvals and permits, all are individual, administrative geothermal well permits or administrative county permits, and we do not currently expect any material delays, conditions or denials with respect to any of these pending permits. If any such permits or approvals are delayed, impose burdensome conditions, or are not granted, the investments we make ahead of permitting may be stranded, impaired, or require redesign, leading to write‑offs, additional costs, and schedule slippage.

Reworded

We depend on transmission facilities owned and operated by others to deliver the power we sell from our power plants to our customers. If transmission is disrupted, or if the transmission capacity infrastructure is inadequate, or if there is a failure that requires a long shutdown for repair, or if curtailment is required due to load system inefficiency, our ability to sell and deliver power to our customers may be adversely impacted and we may either incur additional costs or forego revenues. For example, if a transmission provider curtails our facility or recalls our transmission rights, we could experience prolonged or repeated outages, face liquidated damages or termination under our PPAs, face damages under tax credit sales agreements, and face potential defaults under financing arrangements. In addition, lack of access to new transmission capacity may affect our ability to develop new projects. Existing congestion of transmission capacity, as well as expansion of transmission systems and competition from other developers seeking access to expanded systems, could also affect our performance. Although our modular GeoCluster approach may offer interconnection optionality at multi-gigawatt sites, new transmission remains uncertain, and behind-the-meter opportunities with data centers may not be available or sufficient to offset transmission constraints.

Reworded

Prior to February 2017, we conducted no business operations and we recorded no revenue or expenses. During the three and six months ended MarchJune 31,30, 20262026, we reported net losses of $55.9 million and $87.7 million, respectively. During the three and six months ended June 30, 2025, we reported net losses of $31.8$11.4 million and $9.1$20.6 million, respectively.

Reworded

Our ability to generate sales of electricity following COD at each of our projects depends on our ability to successfully commence and maintain production under our PPAs. We expect to begin delivering first power from our 500-megawatt Cape Station project byin latethe fourth quarter of 2026, and to reach approximately 100 megawatts of operating capacity byin earlythe first quarter of 2027. However, there is no guarantee that we will achieve such CODs within those timeframes or at all. We may fail to receive the required approvals and permits from governmental and regulatory agencies for our projects. As a result, there can be no assurance as to when we will commence deliveries under our PPAs, and therefore when, if at all, we will commence generating revenues and operating cash flows from our PPAs. If we do not commence operations under our PPA on Cape Station Phase I (Unit 1) by October 1, 2026,, Cape Station Phase I (Units 2-3) by January 1, 2027,, and Cape Station Phase II by Junethe 1,COD 2028,under the applicable PPA, we will incur liquidated damages under the provisions of the applicable PPA. If we do not commence operations within six months of the applicable PPA COD deadline, our counterparty has the right to terminate the contract. Accordingly, there is significant uncertainty about our ability to maintain profitability and operating cash flows.

Reworded

As of MarchJune 31,30, 2026, substantially all of our GeoBlocks under construction were located in Utah. We also intend to expand our operations into Nevada in the long term. In addition, we expect much of our near-term future growth to occur in these same markets and throughout the western United States, further concentrating our operational infrastructure. Accordingly, our business and results of operations are particularly susceptible to adverse economic, regulatory, permitting, political, weather and other conditions in such markets and in other markets that may become similarly concentrated. Any of these conditions, even if only in one such market, could have a material adverse effect on our business, financial condition and results of operations.

Reworded

We are exposed to the credit and financial condition of our offtakers. We currently have [two] long-term PPAs relatingrelated to Cape Station Phase I, and two long-term PPAs relating to Cape Station Phase II.Station. Because our contracts are long-term, we may be adversely affected if the credit quality of any of these customers were to decline or if their respective financial conditions were to deteriorate or if they are otherwise unable to perform their obligations under our long-term contracts. While we have executed binding offtake agreements with credit-worthy counterparties in certain cases, long-term exposure to a concentrated offtaker base remains a risk.

Reworded

These contracts were executed at attractive prices, representing approximately $7.2 billion in potential revenue backlog. Backlog is calculated using expected energy output, as defined in each PPA, over the entire term of each PPA and reflects contracted pricing (including any escalators or indexation) and full counterparty performance, taking credit for all 658 megawatts of executed PPAs as of MarchJune 31,30, 2026. We are actively engaging energy buyers for additional capacity, which is not included in backlog. Backlog is an operating metric and may change based on project timing, production variability or curtailment, and potential contract amendments or termination.

Reworded

Our failure to meet these milestones and other criteria, including minimum quantities, may result in price concessions and may result in the termination of our PPAs, in which case we would lose any future cash flow from the relevant project and may be required to pay fees and penalties to our counterparty. Specifically, with respect to project completion risk, if we do not commence operations under our PPA on Cape Station Phase I (Unit 1) by October 1, 2026,, Cape Station Phase I (Units 2-3) by January 1, 2027, and Cape Station Phase II by Junethe 1,COD 2028,under the applicable PPA, we will incur liquidated damages under the provisions of the applicable PPA. If we do not commence operations within six months of the applicable PPA COD deadline, our counterparty has the right to terminate the contract. If our PPAs are terminated, it could materially and adversely affect the development of our geothermal power plants, our results of operations, and cash flow unless we are able to replace the PPA on similar terms. Additionally, we cannot assure you that we will be able to perform our obligations under such agreements or that we will have sufficient funds to pay any fees or penalties thereunder.

Reworded

Certain contracts in our portfolio will be subject to re-contracting in the future. For example, the average remaining term of our existing PPAs was approximately 15 years as of MarchJune 31,30, 2026. If prices in our market change at the time of such re-contracting, it may impact our ability to re-negotiate or replace these contracts on terms that are acceptable to us, or at all. In addition, a concentrated pool of potential buyers for our products and services may restrict our ability to negotiate favorable terms under new contracts or existing contracts that are subject to re-contracting.

Reworded

We do not own the land on which the projects in our portfolio are located and they generally are, and our future projects may be, located on land occupied under long-term easements, leases and rights-of-way. As of MarchJune 31,30, 2026, approximately 66.0%63.3% of our acreage was located on land owned by the United States federal government, 6.0%5.7% was located on state lands, and 28.0%31.0% was located on privately-owned land. As of MarchJune 31,30, 2026, our easements, leases and rights-of-way had a weighted average remaining term of approximately 7 years with scheduled expirations of approximately 6.0% in years 2026 to 2028, 55.0% in years 2029 to 2031, and 39.0% thereafter, in each case excluding any unexercised renewal options. A majority of our leases are issued by the BLM and include renewal options exercisable at our discretion. The standard BLM lease provides an initial ten-year term followed by two five-year renewal options. We currently anticipate exercising renewal options for our leases, including those with near-term scheduled expirations in 2026 to 2028, and we do not expect any material lease expirations in the near term. Additionally, these BLM leases contain acreage that is subject to extension provided certain conditions are met, including a minimum amount of expenditures per acre and the provision of certain geologic information to the BLM, which enables us to extend the lease term for as long as we continue to meet such conditions.

Reworded

The ownership interests in the land subject to these easements, leases and rights-of-way may be subject to mortgages securing loans or other liens and other easements, lease rights and rights-of-way of third parties that were created prior to our projects’ easements, leases and rights-of-way. As a result, some of our projects’ rights under such easements, leases or rights-of-way may be subject to the rights of these third parties. While we perform title searches, record our interests in the real property records of the projects’ localities and enter into non-disturbance agreements to protect ourselfourselves against these risks, such measures may be inadequate to protect against all risk that our rights to use the land on which our projects are or will be located and our projects’ rights to such easements, leases and rights-of-way could be lost or curtailed. Additionally, our operations located on properties owned by others are subject to termination for violation of the terms and conditions of the various easements, leases or rights-of-way under which such operations are conducted.

Reworded

Our exposure to these risks is heightened because a portion of our contracted revenue backlog is tied to utility counterparties whose PPAs depend on the continued operation of projects located on such lands. As of MarchJune 31,30, 2026, we had PPAs with several utilities, representing approximately $5.7 billion of our approximately $7.2 billion contracted backlog revenue. Any loss or curtailment of our rights to use project lands as a result of any lienholders or land rights holders with superior rights, or any BLM suspension of federal rights-of-way grants, could therefore result in delays, penalties, or defaults under such PPAs and materially reduce our expected backlog realization.

Reworded

As of MarchJune 31,30, 2026, we held approximately 610,000630,000 acres of geothermal leasehold interests across seven jurisdictions, including California, Colorado, Idaho, Nevada, New Mexico, Utah, and Washington, consisting of approximately 65.6%63.3% federal leases and approximately 34.4%36.7% state or private leases, and a majority of our leases have a 10-year initial term, and in most cases, extension options. Our growth strategy depends on our ability to add to this lease position on acceptable terms. Geothermal lease auctions and negotiated lease processes are becoming more competitive as interest in geothermal development increases among incumbent energy companies, independent developers, and financial investors. We may be out-competed by better-capitalized counterparties—including large integrated energy companies and “super majors” that can bid more aggressively, accept more burdensome terms, or move more quickly in lease processes. Greater competition for attractive acreage could result in higher bonus bids, rentals, royalties, work commitments, or other burdensome lease terms, as well as longer lead times to secure rights. As a result, we may be unable to secure prospective acreage in our target areas, or may be forced to accept higher-cost or less favorable terms than those assumed in our business plan. Moreover, we assembled our current position at a weighted average of approximately $4$4.0 per acre during a period of minimal competition between 2019 and 2021, in sharp contrast to current U.S. Bureau of Land Management lease sales in Utah and Nevada, where maximum bids reached $344$344.0 and $410$410.0 per acre, respectively, in 2025. There is no assurance that we will be able to obtain additional lease rights in the locations, quantities, timing, or at the cost we anticipate, or at all. If we are unable to expand or maintain our lease position at competitive prices, our project pipeline, drilling schedule, and long-term growth plans could be delayed, downsized, or otherwise adversely affected, and our capital intensity and unit costs could increase materially.

Added

However, data center development has faced increasing public scrutiny and community opposition, including in states where we plan to develop projects, based on concerns about electricity rates, infrastructure costs, land use, grid strain and water consumption. In response, governmental authorities, utility regulators, and interest groups have proposed or adopted measures affecting data center development and energy procurement. These include siting restrictions or moratoria, specialized tariffs for large loads, ratepayer protection and cost-allocation requirements, and changes in the treatment of co-located or behind-the-meter arrangements.

Reworded

However,Additionally, there is no assurance that these forecasts of load growth will be accurate or that the anticipated load growth will occur as projected. Factors such as evolving technology, improvements in energy efficiency, changes in economic conditions, shifts in government policy or regulation, community opposition to data center development, and project delays or cancellations by significant expected offtakers (including data center facilities) could reduce or slow demand for electricity relative to current expectations. If the anticipated load growth fails to materialize, it could have a material adverse effect on our business, financial condition, and results of operations. Reduced need for behind-the-meter power, delayed or cancelled data center builds or increased baseload power on the grid could lead to fewer PPAs with creditworthy offtakers, lower revenue and diminished growth prospects, materially harming our financial condition and operating results.

Reworded

Unlike conventional generators that procure external fuel, our “fuel” is the heat extracted from reservoirs where permeability has been enhanced through stimulation. If reservoir performance does not meet expectations or declines faster than anticipated, whether due to subsurface heterogeneity, thermal drawdown, hydraulic connectivity, mineral scaling, or operational imbalances, available heat may be insufficient to support targeted output or availability. In such cases, we may be required to incur additional capital to drill new wells or laterals, remediate wells, or modify plant operations, and we could be unable to meet fixed minimum performance or availability standards under certain PPAs. Any resulting shortfalls, damages, capacity de‑rates, or termination rights could materially and adversely affect our business, financial condition, results of operations and cash flows. As of MarchJune 31,30, 2026, we had supplier contractual commitments of $496.3$488.3 million, which primarily relate to our Cape Station Phase I and Cape Station Phase II facilities.

Reworded

Our wellfields and operations may be subject to frequent low‑level seismic disturbances, natural or induced. Serious seismic disturbances are possible, including earthquakes, volcanic eruptions and lava flows, and could result in damage to equipment or degraded subsurface resources to such an extent that we could not perform under the PPA for the affected power plant, which in turn could reduce our net income and adversely affect our financial condition and cash flow. Researchers and regulators have identified a potential link between hydraulic‑stimulation activities and seismic events, which may lead to heightened scrutiny and potential litigation in certain jurisdictions. Another aspect of geothermal operations is the management and stabilization of subsurface impacts, including ground subsidence or inflation, related to reservoir creation and injection. Inflation and subsidence, if not controlled, can adversely affect agricultural operations and infrastructure at or near the land surface, prompt new permit conditions or setbacks, result in curtailments that impair our ability to perform under affected PPAs, and increase potential exposure to third-party claims.

Removed

Another aspect of geothermal operations is the management and stabilization of subsurface impacts, including ground subsidence or inflation, related to reservoir creation and injection. Inflation and subsidence, if not controlled, can adversely affect agricultural operations and infrastructure at or near the land surface, prompt new permit conditions or setbacks, result in curtailments that impair our ability to perform under affected PPAs, and increase potential exposure to third-party claims.

Reworded

As of MarchJune 31,30, 2026, we had $189.8$242.3 million in aggregate principal amount outstanding under our XRC Facility, Mercuria Credit Facility,Facility and Project Granite Facility. On April 14, 2026, we used the proceeds from the new Project Granite Facility to repay the XRC Facility. The Project Granite Facility is secured by the project-level assets and equity interests of the borrower subsidiaries, contains customary covenants and includes customary events of default, the occurrence of which could result in acceleration of the obligations thereunder or foreclosure on the pledged collateral. Our ability to meet our payment obligations under our existing financing arrangements depends on our future cash flow performance. This is subject to general economic, financial, competitive, legislative and regulatory factors, as well as other factors that may be beyond our control. There can be no assurance that our business will generate positive cash flow from operations, or that additional capital will be available to us, in an amount sufficient to enable us to meet our debt payment obligations and to fund other liquidity needs. If we are unable to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. As a result, we may be more vulnerable to economic downturns, less able to withstand competitive pressures and less flexible in responding to changing business and economic conditions. In addition, delays in GeoBlock deployment, interconnection, or permitting within a GeoCluster could affect project-level cash flows and covenant compliance.

Reworded

We mitigate tariff risk through diversified sourcing from allied jurisdictions, multi‑year procurement frameworks for ORC and balance‑of‑plant equipment, and a modular development approach that provides scheduling flexibility. Notwithstanding these measures, adverseAdverse changes in trade policy or market conditions could still negatively affect our operating results, cash flows, and overall financial performance.

Added

Our existing federal environmental approvals may not be sufficient to support the full capacity we anticipate developing at Cape Station.

Added

Developing the full capacity we anticipate at Cape Station may require federal environmental reviews and approvals beyond those we have already obtained. Those approvals are based on assumptions regarding the amount and location of surface disturbance associated with well pads, roads, pipelines, power plants, interconnection facilities and the spacing of our GeoBlocks. These assumptions depend on project design, drilling methods and subsurface conditions and may change as development progresses.

Added

If the surface disturbance required for development exceeds that contemplated by our existing approvals, we may be required to amend those approvals, complete supplemental environmental review or obtain additional permits or other governmental approvals. The timeline to obtain such amendments or additional approvals is uncertain. We may not obtain any required amendments or additional approvals on our anticipated timeline, on acceptable terms or at all, and applicable government agencies may impose additional mitigation measures, operating restrictions or project design changes. Any resulting delays, conditions or denials could increase costs, delay construction, reduce the capacity we are able to develop or require changes to our development plans, any of which could materially and adversely affect our business, financial condition and results of operations.

Reworded

We are subject to extensive regulation by North American Electric Reliability Corporation (“NERC”) standards, and non-compliance or changes in these standards could materially and adversely affect our business and operations.

Reworded

Our Class B common stock is beneficially owned by our Co-Founders, Tim Latimer and Jack Norbeck, PhD., who also serve as our Chief Executive Officer and Chief Technical Officer, respectively, whose interests may differ from or conflict with the interests of our other stockholders. Each share of our Class A common stock is entitled to one vote per share. Each share of our Class B common stock is entitled to 40 votes per share. Because of the forty-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively continue to control a significant percentage of the combined voting power of our common stock and therefore are able to control all matters submitted to our stockholders for approval. Our Co-Founders hold all of the issued and outstanding shares of our Class B common stock and, accordingly, beneficially own approximately 2.7%2.6% of our outstanding capital stock and control approximately 52.1%52.0% of the voting power of our outstanding capital stock. Assuming all outstanding stock options held by the Co-Founders that are vestedexercisable on or willbefore vestDecember within 60 days of April 30,31, 2026 vest and are exercised,exercised (2,792,155 shares), the Co-Founders would control approximately 61.1%59.6% of the combined voting power of our outstanding capital stock. As a result, our Co-Founders will have the ability to exercise control over our affairs, including control over the outcome of all matters submitted to our stockholders for approval, including the election of directors and significant corporate transactions. The directors so elected will have the authority, subject to the terms of our indebtedness and applicable rules and regulations, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions. Our Co-Founders may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. For example, our Co-Founders may have a different tax position or other differing incentives from other stockholders that could influence their decisions regarding whether and when to cause us to dispose of assets, incur new or refinance existing indebtedness or take other actions. Additionally, our Co-Founders may cause us to make strategic decisions or pursue acquisitions that could involve risks to you or may not be aligned with your interests.

Reworded

As of JuneAugust 17,10, 2026, we had 286,859,562286,977,787 shares of Class A common stock outstanding and 7,785,412 shares of Class B common stock outstanding. Our Amended Charter authorizes us to issue these shares of Class A common stock and options relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. We have reserved shares for issuance under the Fervo 2026 Incentive Award Plan (the “2026 Plan”). Any Class A common stock and Class B common stock that we issue, including under the 2026 Plan or other incentive plans that we have adopted or we may adopt in the future, would dilute the percentage ownership held by our existing stockholders. In the future, we may also issue our securities in connection with investments or acquisitions. The number of shares of our Class A common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.

Reworded

In connection with our IPO, we and all directors and executive officers and the holders of approximately 99.0% of our outstanding stock and stock options agreed to lock-up restrictions that, subject to certain exceptions, prohibit sales or hedging of our Class A common stock without the prior written consent of J.P. Morgan Securities LLC and BofA Securities, Inc. The lock-up period is expected to expire on or about November 10, 2026. We have reserved 35,107,737 shares under our 2026 Incentive Award Plan that will become eligible for sale once issued. As these shares reach the market, or are perceived as likely to, the market price of our Class A common stock could decline.

Reworded

These provisions could make it more difficult for a third-party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares. See “Description of Capital Stock.”

Reworded

The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees and result in increased costs for investors to bring a claim. Alternatively, if a court were to find the choice of forum provision contained in our Amended Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations and financial condition. For example, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our Amended Charter. See “Description of Capital Stock—Exclusive Forum.”

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

38new paragraphs
9removed paragraphs
40reworded paragraphs
5,408 → 6,608words in section

New heading “Geothermal Development Portfolio”

New heading “Mature: Represents near-term commercial value and includes projects that are operating, under construction, or ready to build”

New heading “Pipeline: Represents our mid-term growth engine and includes both projects where (i) a go-to-market strategy is established, and key milestones and origination are progressing, and (ii) resource characterization is complete, and feasibility activities are underway. For all Pipeline projects, site control has been secured”

New heading “Prospects: Represents long-term expansion and consists of large-scale, high-quality leased acreage positions where preliminary technical assessments and geospatial analyses have delineated capacity potential, but initial development activities have not yet commenced”

New heading “Comparison of the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025”

New heading “Operating Lease Expense”

New heading “Depreciation and amortization”

New heading “Interest Income and Expense”

New heading “Other Non-Operating Expense, Net”

New heading “Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025”

New heading “Operation and Maintenance”

New heading “Research and Development (Income) Expense, Net”

New heading “General and Administrative Expense”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

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“Pipeline: Represents our mid-term growth engine and includes both projects where (i) a go-to-market strategy is established, and key milestones and origination are progressing, and (ii) resource characterization is complete, and feasibility activities are underway. For all Pipeline projects, site control has been secured”
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“Prospects: Represents long-term expansion and consists of large-scale, high-quality leased acreage positions where preliminary technical assessments and geospatial analyses have delineated capacity potential, but initial development activities have not yet commenced”
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New text
“Mature: Represents near-term commercial value and includes projects that are operating, under construction, or ready to build”
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“Comparison of the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025”
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“Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025”
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“Research and Development (Income) Expense, Net”
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Reworded

Factors that could cause the outcomes to differ materially include (but are not limited to) the following: risks related to expanding our geothermal operations and accessing new markets; challenges in maintaining compliance with extensive environmental regulations and permitting requirements, including evolving climate change initiatives that may impact operational costs; uncertainties in forecasting future operational results and growth due to economic conditions and market demand; inherent risks in the geothermal industry, including potential operational disruptions and associated liabilities; the influence of consumer preferences, government policies, and competition on the demand for geothermal energy; risks associated with fluctuations in energy prices and material costs; dependence on a complex supply chain and successful maintenance of our geothermal infrastructure; financial performance influenced by fluctuations in interest rates, capital availability, and other market conditions; capacity actually constructed or for which we enter power purchase agreements under non-binding agreements, like the Geothermal Framework Agreement with Google Energy LLC (the “GFA”); exposure to legal proceedings and claims arising from our business operations; protecting our brand reputation and facing potential negative public perception; negative public perception and political opposition impacting our ability to secure regulatory approvals and market acceptance; the successful and timely execution of our growth strategy, with risks of delays or failures; reliance on key personnel and the potential impact of labor costs and workforce challenges; heavy reliance on technology systems and potential cybersecurity threats; global economic and political conditions affecting our operations, supply chain, and customer demand; the risk that our estimates of capacity potential and heat initially in place are inaccurate or that we are unable to produce quantities of electrical energy commensurate with such estimates; and other risks and uncertainties, including those set forth under the section entitled “Risk Factors” in this Report.

Reworded

We completed our initial public offering (“IPO”) on May 14, 2026. We are advancing from demonstration to utility-scale commercialization and expect to begin delivering first power at Cape Station in Milford, Utah, which will support multi‑gigawatt power developments (“GeoCluster”). We expect our first standardized, 50-megawatt (“MW”)standardized Organic Rankine Cycle (“ORC”) power plants (“GeoBlockGeoBlocks”) to be operational at the end of 2026 and to reach approximately 100 megawatts (“MWs”) of operating capacity by early 2027 and 500 megawatts of cumulative operating capacity by the end of 2028. As of MarchJune 31,30, 2026, we had signed 658 megawatts of binding power purchase agreements and other arrangements for the sale of power and related attributes (“PPAs”) with credit-worthy utility and corporate buyers, representing approximately $7.2 billion in potential revenue backlog. We have also entered into a 3-gigawatt Geothermal Framework Agreement with Google Energy LLC (the “GFA”),GFA, creating a repeatable commercial model that we believe can accelerate deployment.

Reworded

On May 14, 2026, we completed our IPO of an aggregate of 80,500,000 shares of Class A common stock of Fervo Energy Company, par value of $0.0001 per share (“Class A common stock”), at a price to the public of $27.00 per share, which includes the exercise in full by the underwriters of their option to purchase an additional 10,500,000 shares of Class A common stock. The gross proceeds from the initial public offeringIPO were approximately $2.2 billion, before deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from the offering for general corporate purposes, including capital expenditures, continued development of our GeoClusters, expansion of our land holdings portfolio, working capital, and operating expenses.

Removed

In March 2026, our subsidiaries, Cape Phase I Borrower LLC and Phase I WellCo LLC, entered into a senior secured credit agreement with a syndicate of lenders (the “Project Granite Facility”) providing for aggregate commitments of approximately $421.4 million to finance the development of our Cape Station Phase I project. On April 14, 2026, we repaid all outstanding borrowings under the loan agreement with XRL ALC, LLC (the “XRC Facility”) using proceeds from the Project Granite Facility, and the XRC Facility was terminated.

Reworded

Construction Progress at Cape Station. We are advancing our Cape Station project in Milford, Utah, where we have 500 megawatts of capacity under construction. We expect to deliver first power from Cape Station by late 2026 and to reach approximately 100 megawatts of operating capacity by early 2027. As of the date of this filing, 79 out of 80 governmental permits and approvals necessary to commence commercial operations at Cape Station Phase I have been received, with the remaining permit in process. Moreover, 82 out of 179 permits of the governmental permits and approvals necessary to commence commercial operations at Cape Station Phase II have been received, and the remaining 97 are in process.

Reworded

Incremental Public Company Expenses. Following the completion of our IPO, we have incurred and will continue to incur significant expenses that we did not incur as a private company. Those costs include director and officer liability insurance expenses, as well as costs associated with third-party and internal resources related to accounting, auditing, Sarbanes-Oxley Act compliance, legal, and investor relations activities. These costs will generally beare expensed as generalincurred and included in General and administrative expense.expense in the Condensed Consolidated Statements of Operations.

Reworded

The following table summarizes our key business and operational metrics as of and for the periodsperiod indicated:

Added

(2) Geothermal Development Portfolio data as of August 12, 2026. Refer to the following definitions of the Geothermal Development Portfolio.

Added

Geothermal Development Portfolio

Added

Mature: Represents near-term commercial value and includes projects that are operating, under construction, or ready to build

Added

•Operating: 3 megawatts are currently online and generating power from our pilot project, Project Red.

Added

•Under Construction: 500 megawatts are currently in construction at Cape Station, with commercial contracts in place and physical work underway.

Added

•Ready to Build: 550 megawatts across two different GeoClusters were shovel-ready with initial permits secured to begin construction. These megawatts are backed by calibrated subsurface models, validated against well data and geophysical surveys, and have a clear wellfield development strategy in place. Commercially, we have secured or are in advanced negotiation for offtake and have either obtained interconnection or established a clear, achievable path.

Added

Pipeline: Represents our mid-term growth engine and includes both projects where (i) a go-to-market strategy is established, and key milestones and origination are progressing, and (ii) resource characterization is complete, and feasibility activities are underway. For all Pipeline projects, site control has been secured

Added

•Advanced Development: 3.0 gigawatts were in advanced development. These projects have a go-to-market strategy established, with key development milestones progressing and active origination efforts underway. Typical activities include preliminary permit filings, on-site geological studies work, and submission of interconnection applications.

Added

•Early Development: Over 48 gigawatts were in early-stage development across ten GeoClusters where we have commissioned and received independent HIIP studies and are conducting feasibility activities to validate and confirm the path toward commercial development.

Added

Prospects: Represents long-term expansion and consists of large-scale, high-quality leased acreage positions where preliminary technical assessments and geospatial analyses have delineated capacity potential, but initial development activities have not yet commenced

Added

•Land Holdings: Our remaining portfolio consists of approximately 245,000 acres of leased acreage as of August 12, 2026, with differentiated geothermal resource quality currently maintained in our portfolio. For this category, we have secured leases and identified project areas but have not commenced initial development work.

Added

These three categories (Mature, Pipeline and Prospects) represent the expected progression of our megawatts from those in early development stages to revenue-generating operations.

Removed

(2) Excludes $2.2 billion of gross proceeds from our IPO on May 14, 2026.

Removed

(3) Excludes $112.7 million of commitments that closed and became available in early April 2026.

Removed

(4) Portfolio MW data as of May 14, 2026.

Added

Our results of operations, on a consolidated basis, for the fiscal three and six months ended June 30, 2026 and 2025 are set forth and compared below.

Added

Comparison of the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025

Reworded

The following table sets forth our results of operations for the periodsthree indicatedmonths ended June 30, 2026 and 2025 including dollar and percentage change period-over-period:

Reworded

Revenues increased by less than $0.1 million during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. Revenues relate to ancillary fees associated with rights to geothermal production and are not expected to be a significant component of our long-term revenue, as we have not yet commenced large-scale commercial operations. The change was not material to overall results.

Reworded

Operation and maintenance expenses increased approximately $0.2$0.1 million during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase was2025, primarily attributable to modest increases in contracted labor, engineering support and site evaluation activities. The change was not material to overall results.

Reworded

Research and Development Income,(Income) Expense, Net

Reworded

Research and development (“R&D”) income,(income) expense, net increasedimproved lessby thanapproximately $0.1$1.1 million during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.2025, shifting the net R&D expense of $0.4 million in the prior-year period to net R&D income of $0.7 million in the current period. R&D income, net reflects the excess of grant proceeds over qualifying R&D expenditures and is impacted by both the level of the underlying research activity and the timing of grant receivables. The increaseimprovement was primarily driven by lowerhigher grant proceeds relative to qualifying R&D expenditures relative to grant proceeds in the current period, both of which were insignificant for the periods presented.period.

Reworded

General and administrative expense increased by $9.3$17.9 million during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.2025, During the period, we experienced an increase in general and administrative cost activities,primarily driven by higher employee-related costs and additional administrative and operational support functions required to support our growth.

Reworded

Employee‑related expenses increased by $7.4$8.2 million during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily due to anworkforce increase in headcount of 82 employees, which drove higher compensation-related costsgrowth as we expanded our technical, operational, and administrative functions to support project development, execution, and corporate operations. TheseHeadcount costsincreased includedby salaries,103 payrollemployees taxes,from health158 andemployees welfareas benefits,of performance‑basedJune bonuses,30, stock‑based2025 compensation,to and261 retirementemployees planas contributions.of June 30, 2026.

Reworded

Additional increases in general and administrative expense consisted of $1.3$4.8 million wereattributable to professional services and third-party support fees, $1.4 million attributable to insurance and surety bond expenses associated with our expanding asset base and operational footprint and $0.7 million due to higher software, information technology, and data‑related costs, including licensing fees and cloud‑based services, as well as an increase of $1.6 million in legal and professional services, primarily related to external advisory, compliance and public company readiness activities associated with scaling the business.services. The remaining changes were not individually significant period-over-period.

Added

Operating Lease Expense

Added

Operating lease expense increased by $1.3 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to additional lease arrangements supporting the expansion of our geothermal portfolio across approximately 630,000 acres. The increase reflects growth in our operating lease portfolio from 205 leases as of June 30, 2025 to 255 leases as of June 30, 2026. These lease arrangements primarily relate to geothermal resource rights, as well as office facilities and equipment rentals.

Added

Depreciation and amortization

Added

Depreciation and amortization increased by $0.3 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to additional non-geothermal assets placed in service.

Added

Interest Income and Expense

Added

Interest income increased by $9.9 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to higher average cash balances following our successful IPO in May 2026.

Added

Interest expense increased by $0.5 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to higher outstanding debt balances. Total debt increased by $162.5 million as of June 30, 2026 compared to June 30, 2025, reflecting borrowings under the senior secured project financing facility entered into in March 2026 (“Project Granite Facility”) and Mercuria Energy Trading SA (“Mercuria”), which include our credit agreement (the “Mercuria Credit Facility”) and the letter of credit facility (the “Mercuria Letter of Credit Facility”) to support our growth and operations. The increase was partially offset by a gain on interest rate swaps recognized during the period ended June 30, 2026.

Added

Other Non-Operating Expense, Net

Added

Other non-operating expense, net increased by $35.5 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was driven by a $26.9 million non-cash loss related to the fair value remeasurement of warrants and a $9.0 million loss on extinguishment of debt related to the XRC Facility. These increases were partially offset by a $0.4 million gain from the remeasurement of a bifurcated embedded derivative associated with our project-level subsidiary Cape Phase I Intermediate HoldCo, LLC (“Cape PI Intermediate HoldCo”) with Centaurus Capital LP (“Centaurus”).

Added

Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025

Added

The following table sets forth our results of operations for the six months ended June 30, 2026 and June 30, 2025 including dollar and percentage change period-over-period:

Added

Certain percentage changes are considered not meaningful (“NM”).

Added

Revenues

Added

Revenues increased by $0.2 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Revenues relate to ancillary fees associated with rights to geothermal production and are not expected to be a significant component of our long-term revenue, as we have not yet commenced large-scale commercial operations. The change was not material to overall results.

Added

Operation and Maintenance

Added

Operation and maintenance expenses increased approximately $0.4 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily attributable to modest increases in contracted labor, engineering support and site evaluation activities.

Added

Research and Development (Income) Expense, Net

Added

Research and development (“R&D”) (income) expense, net improved by approximately $1.2 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, shifting the net R&D expense of $0.4 million in the prior-year period to net R&D income of $0.9 million in the current period. R&D income, net reflects the excess of grant proceeds over qualifying R&D expenditures and is impacted by both the level of the underlying research activity and the timing of grant receivables. The improvement was primarily driven by higher grant proceeds relative to qualifying R&D expenditures in the current period.

Added

General and Administrative Expense

Added

General and administrative expense increased by $27.3 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by higher employee-related costs and additional administrative and operational support functions required to support our growth.

Added

Employee‑related expenses increased by $15.6 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to the cumulative impact of workforce growth to support project development, execution, and corporate operations. The expansion of our employee base resulted in higher compensation-related costs, including salaries, payroll taxes, health and welfare benefits, performance‑based bonuses, stock‑based compensation, and retirement plan contributions.

Added

Additional increases in general and administrative expense consisted of $6.4 million in legal and professional services, primarily related to external advisory, compliance and public company readiness activities associated with scaling the business, $2.0 million attributable to higher software, information technology, and data‑related costs, including licensing fees and cloud‑based services, and $2.1 million for insurance and surety bond expenses associated with our expanding asset base and operational footprint. The remaining changes were not individually significant period-over-period.

Reworded

Operating lease expense increased by $0.6$1.9 million during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025, primarily attributable to 61additional newgeothermal resource rights and other lease agreementsarrangements enteredsupporting into to support theour expansion of our geothermal portfolio across approximately 610,000630,000 acres. These lease payments primarily pertain to geothermal resource rights, which maintain our exclusive access to subsurface geothermal resources during the exploration, development, and construction phases of our projects, as well as office facilities and equipment rentals.

Reworded

Depreciation and amortization increased less than $0.1$0.3 million during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025, primarily due to additional non-geothermal assets placed in service. The change was not material to overall results.

Reworded

Interest income increased by $0.8$10.7 million during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025.2025, The increase wasprimarily due to higher average cash balances following our Seriessuccessful E preferred stock financing completedIPO in DecemberMay 2025.2026.

Added

Interest expense increased by $2.0 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to higher outstanding debt balances associated with borrowings under the Project Granite Facility and Mercuria financing arrangements. The increase was partially offset by a gain on interest rate swaps recognized during the period ended June 30, 2026.

Removed

Interest expense increased by $1.5 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to higher outstanding debt balances. Total debt increased by $137.3 million as of March 31, 2026 compared to March 31, 2025, reflecting borrowings under Mercuria Energy Trading SA (“Mercuria”), which include our credit agreement (the “Mercuria Credit Facility”) and the letter of credit facility (the “Mercuria Letter of Credit Facility”), as well as our Project Granite Facility to support our growth and operations.

Reworded

Other Non-Operating ExpenseExpense, Net

Showing the first 60 of 87 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

FRVO insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-05-14Tigf Ii Direct Strategies Llc - Series 7
10% owner
Conversion 14,962,430— —14,962,430 SEC
2026-05-14Tigf Ii Direct Strategies Llc - Series 7
10% owner
Conversion 1,760,732— —1,760,732 SEC
2026-05-14Tigf Ii Direct Strategies Llc - Series 7
10% owner
Conversion 5,448,761— —5,448,761 SEC
2026-05-14Tigf Ii Direct Strategies Llc - Series 7
10% owner
Conversion 12,055,467— —12,055,467 SEC
2026-05-14Yadigaroglu Ion
Director, 10% owner
Conversion 34,227,390— —34,227,390 SEC
2026-05-14Devon Energy Corp/de
Director, 10% owner
Conversion 4,401,830— —35,728,296 SEC
2026-05-14Devon Energy Corp/de
Director, 10% owner
Conversion 2,329,345— —31,326,466 SEC
2026-05-14Devon Energy Corp/de
Director, 10% owner
Conversion 3,429,061— —28,997,121 SEC
2026-05-14Devon Energy Corp/de
Director, 10% owner
Conversion 25,568,060— —25,568,060 SEC

Well-known investors holding FRVO (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Citadel Advisors (Ken Griffin) CL A COM2026-06-301,599,768$46.8M0.03%New position
Point72 Asset Management (Steve Cohen) CL A COM2026-06-301,016,975$29.7M0.05%New position
Viking Global Investors (Andreas Halvorsen) CL A COM2026-06-30750,000$21.9M0.06%New position
Soros Fund Management CL A COM2026-06-30669,350$19.6M0.26%New position
Millennium Management (Israel Englander) CL A COM2026-06-30548,412$16.0M0.01%New position
PRIMECAP Management CL A COM2026-06-30475,800$13.9M0.01%New position
D. E. Shaw & Co. CL A COM2026-06-30425,000$12.4M0.01%New position
Two Sigma Investments CL A COM2026-06-3048,215$1.4M0.0%New position

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when FRVO files, watchlists and downloadable comparisons.