What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-06-23 · 328 added, 196 removed, 363 unchanged (59% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars and shares in thousands) As of March 31, As of December 31,

(Dollars and shares in thousands) As of June 30, As of December 31,

Current assets:

13 unchanged sentences

Accrued capital expenditures 173,961 119,303

Current portion of long-term debt 11,042 —

Operating lease liabilities 24,744 4,822

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Total current liabilities 250,028 151,911

Long-term debt, net of issuance costs 186,636 172,837

Long-term debt, net of issuance costs and current portion 217,376 172,837

Operating lease liabilities 85,123 72,639

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Commitments and Contingencies (Note 19)

Redeemable convertible preferred stock

Mezzanine equity

Redeemable convertible preferred stock, par value $ 0.0001 per share;

0 and 283,546 authorized;

279,995 and 279,995 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

1,022,886 1,022,942

0 and 279,995 issued and outstanding as of June 30, 2026 and December 31, 2025

Redeemable noncontrolling interest

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Cape Phase I Intermediate HoldCo - Redeemable noncontrolling interest 81,858 77,344

Stockholders’ deficit:

Stockholders’ equity (deficit):

Common stock, par value $ 0.0001 per share;

0 and 358,279 authorized;

9,873 and 9,457 issued as of March 31, 2026 and December 31, 2025, respectively (1)

0 and 9,457 issued as of June 30, 2026 and December 31, 2025, respectively (1)

Class A common stock, par value $ 0.0001 per share;

1,000,000 and 0 authorized;

286,869 and 0 issued as of June 30, 2026 and December 31, 2025, respectively

Class B common stock, par value $ 0.0001 per share;

40,000 and 0 authorized;

7,785 and 0 issued as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

Treasury stock, at cost;

270 and 270 shares as of March 31, 2026 and December 31, 2025, respectively (1)

( 1,960 ) ( 1,960 )

0 shares and 270 shares as of June 30, 2026 and December 31, 2025, respectively (1)

Accumulated deficit ( 332,277 ) ( 244,539 )

Total stockholders’ deficit ( 278,321 ) ( 246,498 )

Total liabilities, redeemable convertible preferred stock, redeemable noncontrolling interests and stockholders’ deficit $ 1,427,507 $ 1,365,168

Total stockholders’ equity (deficit) 2,793,837 ( 246,498 )

Total liabilities, mezzanine equity, and stockholders’ equity (deficit) $ 3,535,089 $ 1,365,168

(1) Shares for periods presented have been retroactively adjusted to reflect the 0.7194 -for-1 reverse stock split effected on May 14, 2026 in connection with the Company’s initial public offering (“IPO”).

See Note 2 – Significant Accounting Policies and Note 17 – Subsequent Events for details.

See Note 1 – Nature of Business and Note 2 – Significant Accounting Policies for details.

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

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Additionally, the assets and liabilities in the table below exclude intercompany balances that eliminate upon consolidation.

(Dollars in thousands) As of March 31, As of December 31,

(Dollars in thousands) As of June 30, As of December 31,

Assets of consolidated VIEs, included in total assets above:

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Liabilities of consolidated VIEs, included in total liabilities above:

Accounts payable 33 —

Accrued capital expenditures 22,273 17,061

Current portion of long-term debt 11,042 —

Other current liabilities 60 2,970

8 unchanged sentences

Condensed Consolidated Statements of Operations (Unaudited)

(Dollars and shares in thousands except per share amounts) Three months ended March 31,

(Dollars and shares in thousands except per share amounts) Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues $ 113 $ — $ 174 $ —

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Operation and maintenance 306 158 788 410

Research and development income, net ( 72 ) ( 36 )

Research and development (income) expense, net ( 712 ) 395 ( 784 ) 359

General and administrative expense 27,427 9,484 44,417 17,163

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Loss before income taxes ( 55,914 ) ( 11,436 ) ( 87,744 ) ( 20,582 )

Income tax expense ( 1 ) ( 2 ) ( 1 ) ( 2 )

Net loss $ ( 55,915 ) $ ( 11,438 ) $ ( 87,745 ) $ ( 20,584 )

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Remeasurement of redeemable noncontrolling interest ( 3,612 ) ( 189 ) ( 7,046 ) ( 189 )

Net loss attributable to common shares, basic and diluted ( 35,264 ) ( 9,146 )

Weighted average shares, basic and diluted (1)

Net loss attributable to common stock, basic and diluted ( 59,527 ) ( 11,627 ) ( 94,791 ) ( 20,773 )

Weighted average common stock, basic and diluted (1)

157,003 8,844 83,643 8,902

Net loss per share attributable to common stockholders, basic and diluted (1)

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(1) Shares for periods presented have been retroactively adjusted to reflect the 0.7194 -for-1 reverse stock split effected on May 14, 2026 in connection with the Company’s IPO.

See Note 2 – Significant Accounting Policies and Note 17 – Subsequent Events for details.

See Note 1 – Nature of Business and Note 2 – Significant Accounting Policies for details.

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

T a b l e o f C o n t e n t s

Fervo Energy Company and Subsidiaries

Condensed Consolidated Statements of Redeemable Preferred Stock, Redeemable Noncontrolling Interest and Stockholders’ Deficit (Unaudited)

(Dollars and shares in thousands) Redeemable convertible preferred stock Redeemable noncontrolling interest Common stock (1)

Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficit)

(Dollars and shares in thousands) Redeemable convertible preferred stock Redeemable noncontrolling interests Common Stock (1)

Treasury Stock (1)

Additional paid-in capital Accumulated deficit Total stockholders’ deficit

Shares Amount Shares Amount Shares Amount Shares Amount

Class A Shares Class B Shares Additional paid-in capital Accumulated deficit Total stockholders’ equity (deficit)

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Amount Amount Amount

Balance at January 1, 2026 279,995 $ 1,022,942 12 $ 179,930 9,457 $ 1 270 $ ( 1,960 ) — $ — — $ — $ — $ ( 244,539 ) $ ( 246,498 )

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Balance at March 31, 2026 279,995 1,022,886 12 183,364 9,873 1 270 ( 1,960 ) — — — — — ( 276,362 ) ( 278,321 )

Remeasurement of noncontrolling interests — — — 3,612 — — — — — — — — ( 3,612 ) — ( 3,612 )

Exercise of warrants 3,550 68,961 — — — — — — — — — — — — —

Conversion of redeemable convertible preferred stock ( 283,545 ) ( 1,091,847 ) — — — — — — 203,983 20 — — 1,091,827 — 1,091,847

Retirement of treasury shares — — — — — — ( 270 ) 1,960 — — ( 1,960 ) — —

Stock-based compensation — — — — — — — — — — — — 8,230 — 8,230

Exercise of stock-based awards by employees and directors — — — — 560 — — — 8 — — — 374 — 374

Issuance of Class A common stock in Initial Public Offering, net of underwriters’ discounts and commissions of $ 130,410 and offering costs of $ 11,855

— — — — ( 10,433 ) ( 1 ) — — 90,663 10 2,031,225 — 2,031,234

Conversion of Class A common stock into Class B common stock ( 7,785 ) ( 1 ) 7,785 1 —

Net loss — — — — — — — — — — — — — ( 55,915 ) ( 55,915 )

Balance at June 30, 2026 — $ — 12 $ 186,976 — $ — — $ — 286,869 $ 29 7,785 $ 1 $ 3,126,084 $ ( 332,277 ) $ 2,793,837

(1) Shares for periods presented have been retroactively adjusted to reflect the 0.7194 -for-1 reverse stock split effected on May 14, 2026 in connection with the Company’s IPO.

See Note 2 – Significant Accounting Policies and Note 17 – Subsequent Events for details.

See Note 1 – Nature of Business and Note 2 – Significant Accounting Policies for details.

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

T a b l e o f C o n t e n t s

Fervo Energy Company and Subsidiaries

Condensed Consolidated Statements of Redeemable Preferred Stock, Redeemable Noncontrolling Interest and Stockholders’ Deficit (Unaudited)

(Dollars and shares in thousands) Redeemable convertible preferred stock Common stock (1)

Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficit)

(Dollars and shares in thousands) Redeemable convertible preferred stock Redeemable noncontrolling interests Common Stock (1)

Treasury Stock (1)

Additional paid-in capital Accumulated deficit Total stockholders’ deficit

Shares Amount Shares Amount Shares Amount

Additional paid-in capital Accumulated deficit Total stockholders’ equity (deficit)

Shares Amount Shares Amount Shares Amount Shares Amount Amount Amount Amount

Balance at January 1, 2025 223,458 $ 561,500 — $ — 8,971 $ 1 — $ — $ 2,582 $ ( 179,778 ) $ ( 177,195 )

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Balance at March 31, 2025 223,458 561,500 — — 9,076 1 265 ( 1,945 ) 3,160 ( 188,924 ) ( 187,708 )

Issuance of shares in subsidiaries — — 5 81,238 — — — — — — —

Stock-based compensation — — — — — — — — 613 — 613

Repurchase of shares — — — — — — 5 ( 15 ) — — ( 15 )

Exercise of stock-based awards by employees and directors — — — — 79 — — — 66 — 66

Net loss — — — — — — — — ( 11,438 ) ( 11,438 )

Balance at June 30, 2025 223,458 $ 561,500 5 $ 81,238 9,155 $ 1 270 $ ( 1,960 ) $ 3,839 $ ( 200,362 ) $ ( 198,482 )

(1) Shares for periods presented have been retroactively adjusted to reflect the 0.7194 -for-1 reverse stock split effected on May 14, 2026 in connection with the Company’s IPO.

See Note 2 – Significant Accounting Policies and Note 17 – Subsequent Events for details.

See Note 1 – Nature of Business and Note 2 – Significant Accounting Policies for details.

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

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Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands) Three months ended March 31,

(Dollars in thousands) Six Months Ended June 30,

Cash flows from operating activities:

Net loss $ ( 87,745 ) $ ( 20,584 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 93 47

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation and amortization expense 437 103

Amortization of debt issuance costs 1,672 807

Loss on extinguishment of long-term debt 8,988 —

Stock-based compensation 10,845 1,102

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Non-cash expense related to warrant valuation 39,998 —

Non-cash income related to derivative valuation ( 1,270 ) —

Non-cash income related to embedded derivative valuation ( 1,620 ) —

Non-cash income related to interest rate swap valuation ( 1,172 ) —

Changes in operating assets and liabilities:

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Accounts payable 5,139 ( 3,445 )

Accrued expenses — —

Net changes in other assets and liabilities ( 4,674 ) 4,139

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Cash flows from financing activities:

Proceeds from initial public offering, net of underwriting discounts and commissions 2,043,089 —

Proceeds from issuance of common stock, net of issuance costs 1,201 155

Proceeds from long-term debt 212,344 23,031

Proceeds from issuance of common stock 826 89

Payment of debt issuance costs ( 14,152 ) —

Proceeds from warrant exercise 18,750 —

Repayment of long-term debt ( 152,085 ) —

Debt issuance costs related to long-term debt ( 20,855 ) —

Offering costs related to initial public offering ( 9,802 ) —

Proceeds from issuance of subsidiary stock, net of issuance costs — 81,239

Treasury stock purchased — ( 1,960 )

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Supplemental disclosure of cash flow information:

Accrued capital expenditures (at end of period) $ 153,443 $ 44,384

Conversion of redeemable convertible preferred stock $ 1,022,886 $ —

Capital expenditures included in Accounts payable and Accrued capital expenditures 197,510 74,483

Settlement of warrant liability 50,211 —

Adjustment of redeemable noncontrolling interest 7,046 —

Cash paid for interest, net of amounts capitalized 5,194 2,243

Retirement of treasury stock 1,960 —

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

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The Company requested and received grants for research and development and project development from the Department of Energy (“DOE”).

As of March 31, 2026, the Company has not yet commenced large-scale commercial operations.

As of June 30, 2026, the Company has not yet commenced large-scale commercial operations.

The Company’s activities to date have been primarily focused on technological development, capital raising, and the establishment of geothermal production capabilities.

On May 14, 2026, the Company completed an IPO of Class A common stock of Fervo Energy Company, par value of $ 0.0001 per share (“Class A common stock”), at a price of $ 27.00 per share.

Initial Public Offering

On May 14, 2026, the Company completed its IPO of Class A common stock of Fervo Energy Company, par value $ 0.0001 per share (“Class A common stock”), at a price of $ 27.00 per share.

The Company's common stock trades on the Nasdaq under the symbol "FRVO".

See Note 17 – Subsequent Events for additional information on other transactions completed in connection with the IPO.

In the IPO, the Company sold an aggregate of 80,500,000 shares of Class A common stock, including 10,500,000 shares issued upon the underwriters' full exercise of their option to purchase additional shares.

An additional 10,162,468 shares of the Company’s existing common stock were converted into Class A common stock.

The IPO generated gross proceeds of approximately $ 2.2 billion, before deducting underwriting discounts and commissions and offering expenses.

Prior to completion of the IPO, incremental costs directly attributable to the offering were deferred.

Upon completion of the IPO, deferred offering costs, together with underwriting discounts and commissions and other directly attributable offering costs, were recorded as a reduction of the proceeds from the IPO within Additional paid-in capital.

Costs that were not directly attributable to the IPO were expensed as incurred.

In connection with the IPO, the Company effected a 0.7194 -for-1 reverse stock split of its common stock.

See Note 2 – Significant Accounting Policies for additional information.

Immediately upon completion of the IPO and after giving effect to the reverse stock split, all outstanding shares of redeemable convertible preferred stock automatically converted into shares of Class A common stock, par value $ 0.0001 per share.

The Company also completed a reorganization of its capital structure, including the establishment of Class A common stock and Class B common stock, and completed a founder share exchange that resulted in the issuance of Class B common stock, par value $ 0.0001 per share, to certain existing holders.

In addition, the Company's amended and restated certificate of incorporation and amended and restated bylaws became effective upon completion of the IPO.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

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GAAP for annual financial statements.

The accompanying condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of the Company’s Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, and the Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Redeemable Preferred Stock, Redeemable Noncontrolling Interest and Stockholders’ Deficit, and Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025.

The accompanying condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of the Company’s Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025, Condensed Consolidated Statements of Mezzanine Equity and

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Stockholders’ Equity (Deficit) and Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025.

The financial data and other information disclosed in the notes to the condensed consolidated financial statements related to these periods are unaudited.

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Intercompany accounts and transactions have been eliminated in consolidation.

Apart from the following updates resulting from transactions that occurred during the three months ended March 31, 2026 and the issuance of one recent accounting pronouncement, there have been no further material changes to the Company’s significant accounting policies or recent accounting pronouncements during the interim period from those described in Note 2 – Significant Accounting Policies to the audited consolidated financial statements included in the Company’s IPO Prospectus as of and for the years ended December 31, 2025 and 2024.

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Apart from the following updates resulting from transactions that occurred during the six months ended June 30, 2026 and the issuance of one recent accounting pronouncement, there have been no further material changes to the Company’s significant accounting policies or recent accounting pronouncements during the interim period from those described in Note 2 – Significant Accounting Policies to the audited consolidated financial statements included in the Company’s IPO Prospectus as of and for the years ended December 31, 2025 and 2024.

Reverse Stock Split

On May 14, 2026, in connection with the Company’s IPO, the Company effected a 0.7194 -for-1 reverse stock split of its common stock (the “Reverse Stock Split”).

Shares and earnings per share for periods presented have been retroactively adjusted to reflect the Reverse Stock Split in the condensed consolidated financial statements for the three months ended March 31, 2026.

See Note 17 – Subsequent Events for additional information on other transactions completed in connection with the IPO.

See Note 1 – Nature of Business for additional information on all transactions completed in connection with the IPO.

Treasury Stock

The Company accounts for treasury stock using the cost method in accordance with FASB Accounting Standards Codification (“ASC”) 505-30, Equity-Treasury Stock.

Under this method, treasury stock is recorded at cost on the date of repurchase and presented as a reduction in Treasury stock.

When the Company’s stock is retired or repurchased for constructive retirement (with or without an intention to retire the stock formally in accordance with applicable laws), any excess of par or stated value over the cost of treasury shares is credited to Additional paid-in capital on the Condensed Consolidated Balance Sheets.

Stock-based Compensation

Stock-based compensation expense related to stock-based awards is recognized based on the fair value of the awards granted.

Stock-based compensation expense related to stock-based awards is recognized based on the fair value of the awards granted in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”).

For stock option awards without a market condition, the fair value of each stock option award is estimated on the grant date utilizing a standard Black-Scholes option-pricing model (i.e., a standard European call option model).

For stock option awards with market conditions, the fair value of each stock option award is estimated on the grant date utilizing a more complex Black-Scholes option-pricing model, which captures the additional market condition threshold.

The stock option awards are classified as equity.

For stock option awards that follow a graded vesting schedule with a service-only vesting condition, the related stock-based compensation expense is recognized over the requisite service period of the awards.

For restricted stock unit awards, which have service-only vesting conditions, the fair value of each restricted stock unit award is based on the closing price of the Company’s publicly traded Class A common stock on the date of the grant.

The stock option and restricted stock unit awards are classified as equity.

For stock option and restricted stock unit awards that follow a graded vesting schedule with a service-only vesting condition, the related stock-based compensation expense is recognized over the requisite service period of the awards.

For stock option awards which follow a graded vesting schedule that have a performance-based vesting condition, such awards are recognized on a tranche-by-tranche basis, resulting in each vesting tranche being treated as a separate award.

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If the condition is not expected to be met, no compensation cost is recognized and any previously recognized amount recorded is reversed.

If the award contains market-based vesting conditions, the stock-based compensation cost is based on the grant date fair value and expected achievement of market condition and is not subsequently reversed if it is later determined that the condition is not likely to be met, as long as the related service and performance conditions are achieved.

If the award contains

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

market-based vesting conditions, the stock-based compensation cost is based on the grant-date fair value and expected achievement of market conditions and is not subsequently reversed if it is later determined that the condition is not likely to be met, as long as the related service and performance conditions are achieved.

Forfeitures are accounted for as they occur.

Prior to the three months ended March 31, 2026, the Company only had stock-based awards with a service-only vesting condition.

Prior to the six months ended June 30, 2026, the Company only had stock-based awards with a service-only vesting condition.

The Black-Scholes option-pricing model requires the input of significant assumptions.

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These estimates involve inherent uncertainties and the application of management’s judgment.

Employee Stock Purchase Plan

The Company accounts for its Employee Stock Purchase Plan ("ESPP") in accordance with ASC 718, as the ESPP is considered to be compensatory.

The Company’s ESPP awards are classified as equity awards and measured at grant-date fair value using the Black-Scholes option-pricing model.

Each purchase period is accounted for as a separate option tranche, with its own grant date.

Stock-based compensation expense is recognized over the requisite service period associated with each purchase period.

Employee payroll deductions accumulated under the ESPP are recorded as a liability until the related shares are issued or the amounts are otherwise refunded.

The Company accounts for forfeitures as they occur.

The fair value of ESPP awards is determined using the Black-Scholes option-pricing model, which relies on the same types of significant and subjective assumptions as those detailed in the Stock-based Compensation policy discussed above.

The assumptions used to determine fair value represent management’s best estimates, involving inherent uncertainties and the application of judgment.

Net Income (Loss) Per Share

The Company follows the two-class method when computing net income (loss) per share.

The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive distributions as if all income for the period had been distributed.

Preferred shares are participating securities because they are entitled to undistributed earnings based on the liquidation preferences.

The preferred shares outstanding prior to the IPO do not have the contractual obligation to share in the losses of the Company on a basis that is objectively determinable.

Therefore, they are excluded from the allocation of undistributed losses in determining net loss per share.

The rights of the holders of the Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights.

Accordingly, undistributed earnings and losses are allocated to Class A and Class B common stockholders on a proportionate basis.

As a result, net income (loss) per share is the same for both Class A and Class B common stock on both an individual and combined basis.

Basic net income (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders by the weighted average number of common stock outstanding during the period.

Diluted net income (loss) is computed by adjusting net income (loss) to reallocate undistributed earnings based on the potential impact of dilutive securities.

Diluted net income (loss) per share is computed by dividing the diluted net income (loss) by the weighted average number of common stock outstanding during the period, including potential dilutive common stock assuming the dilutive effect of common stock equivalents.

Derivative and Hedging

The Company is exposed to interest rate risk associated with its variable-rate debt, which the Company has sought to manage by entering into interest rate swaps that become effective in January 2027.

The Company has not designated its derivative instruments as hedging instruments for accounting purposes.

As a matter of policy, the Company does not use financial instruments for speculative purposes.

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

ASC 815, Derivatives and Hedging, requires entities to recognize all derivative instruments as either assets or liabilities in the Condensed Consolidated Balance Sheets at fair value.

As the Company has not elected to apply hedge accounting for its derivative instruments, changes in the fair value of the derivatives are recognized in current-period earnings.

The Company’s derivative contracts include interest rate swap agreements, which, once effective, are expected to economically modify the Company’s exposure to interest rate risk by converting a portion of the Company’s floating-rate debt to a fixed-rate basis.

These agreements involve the receipt of floating-rate amounts in exchange for fixed-rate interest payments over the life of the agreements without an exchange of the underlying principal amount.

Property, Plant and Equipment, Net

Construction-in-process represents the capitalized costs related to power plants.

All costs associated with the acquisition, development and construction of power plants are capitalized.

Major improvements are capitalized and repairs and maintenance are expensed.

Property, plant and equipment for power plants are stated at cost, net of accumulated depreciation.

The Company capitalizes progress and milestone payments made under certain equipment supply agreements when it is probable that the related projects will be completed and the related amounts are recoverable.

If the Company determines that recovery of capitalized construction costs is no longer probable, such costs are charged to Operation and maintenance expense in the period the determination is made.

Recent Accounting Pronouncement

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The Company is evaluating the impact of this guidance on the condensed consolidated financial statements and related disclosures.

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 3 – DEBT AND OFF-BALANCE SHEET ARRANGEMENTS

Long-term debt, net of issuance costs, consisted of the following:

(Dollars in thousands) As of March 31, As of December 31,

(Dollars in thousands) As of June 30, As of December 31,

Current portion of long-term debt

Project Granite Facility $ 11,042 $ —

Current portion of long-term debt 11,042 —

Long-term debt

XRC Facility $ 145,600 $ 145,600

Mercuria Credit Facility 30,000 30,000

Project Granite Facility 201,302 $ —

Mercuria Credit Facility 30,000 30,000

XRC Facility — 145,600

Total principal due for long-term debt 231,302 175,600

Unamortized debt issuance cost ( 13,926 ) ( 2,763 )

Total long-term debt, net of issuance costs $ 186,636 $ 172,837

In 2024 and 2025, Cape Generating Station 3 LLC and Cape Generating Station 5 LLC entered into loan agreements with XRL ALC, LLC (“XRC Facility”), issuing three promissory notes across three tranches.

As of March 31, 2026 and December 31, 2025, outstanding borrowings totaled $ 145.6 million and $ 145.6 million, respectively.

These amounts are offset by the unamortized debt issuance costs of $ 2.6 million and $ 2.8 million, respectively.

The estimated fair value of the note was $ 143.7 million and $ 140.7 million as of March 31, 2026 and December 31, 2025, respectively, based on a discounted cash flow model based on current market interest rates for similar instruments.

The fair value is classified as Level 2 in the fair value hierarchy.

The Company was in compliance with all applicable covenants as of March 31, 2026 and December 31, 2025.

In April 2026, the Company repaid in full the outstanding borrowings under the XRC Facility.

The repayment of the XRC Facility resulted in a loss on extinguishment of debt, including prepayment premiums and the write-off of unamortized debt issuance costs.

See Note 17 – Subsequent Events for additional information.

Mercuria Credit Facility and Letter of Credit Facility

In 2024 and 2025, Fervo HoldCo LLC, a wholly owned subsidiary of the Company, entered into and amended a credit agreement with Mercuria Energy Trading SA (“Mercuria”) to provide liquidity and corporate-level access to capital (“Mercuria Credit Facility”).

The Company also entered into a letter of credit facility agreement with Mercuria in 2024 to provide credit support for its contractual and operational obligations (“Mercuria Letter of Credit Facility”).

As of March 31, 2026 and December 31, 2025, the Company had $ 30.0 million outstanding under the Mercuria Credit Facility.

In connection with the Mercuria Credit Facility, the Company incurred debt issuance costs of $ 3.5 million, which are recorded in other long-term assets on the Condensed Consolidated Balance Sheets and are amortized over the term of the agreement.

The estimated fair value of the Mercuria Credit Facility was $ 30.0 million as of March 31, 2026 and December 31, 2025 based on a discounted cash flow model based on current market interest rates for similar instruments.

The fair value is classified as Level 2 in the fair value hierarchy.

The Company also had $ 35.5 million outstanding under the Mercuria Letter of Credit Facility as of March 31, 2026 and December 31, 2025, which supports project-level contractual and operational obligations and constitutes an off-balance sheet arrangement.

The Company was in compliance with all covenants under the Mercuria Credit Facility and Mercuria Letter of Credit Facility as of March 31, 2026 and December 31, 2025.

Total long-term debt, net of issuance costs and current portion $ 217,376 $ 172,837

Fervo Energy Company and Subsidiaries

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Borrowings under the construction loan facility bear interest at either (i) the secured overnight financing rate (“SOFR”) or (ii) a base rate, at the Borrowers’ election, in each case plus an applicable margin.

The construction loan borrowing outstanding as of March 31, 2026 was a SOFR‑based loan bearing interest at SOFR plus a margin of 3.0 %.

The construction loan borrowing outstanding as of June 30, 2026 was a SOFR‑based loan bearing interest at SOFR plus a margin of 3.0 %.

All SOFR borrowings are subject to a floor of 0.0 %.

Interest is payable quarterly.

Commitment fees accrue on the unutilized portions of the construction loan facility, the tax credit transfer bridge loan facility, and certain letter of credit facilities at a rate equal to 30.0 % of the applicable margin and are payable quarterly in arrears.

Following conversion, the term loans will amortize on a quarterly basis beginning in 2027, with the remaining outstanding principal due at maturity.

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Mandatory prepayments may be required, among other circumstances, upon receipt of certain extraordinary cash proceeds, including proceeds from the transfer of investment tax credits, failure to monetize production tax credits at or above specified thresholds, excess borrowings relative to term loan sizing criteria upon conversion, or upon the occurrence of an event of default, in which case the lenders may also cease making further loan advances and/or declare all outstanding obligations immediately due and payable.

As of March 31, 2026, the Company was in compliance with all covenants.

The Company was in compliance with all covenants under the Project Granite Facility as of June 30, 2026.

Under the terms of the Granite Credit Agreement, the obligations are secured on a first‑priority basis by substantially all assets of the Borrowers, including project‑level assets associated with the Cape Station Phase I geothermal facility, subject to customary permitted liens.

On March 6, 2026, the Borrowers issued a construction loan with a stated principal amount of approximately $ 14.2 million, which was used to finance third-party debt issuance costs, agency fees and upfront lender fees.

The financing costs associated with undrawn term loan commitments were recorded as deferred financing costs within other long-term assets on the Condensed Consolidated Balance Sheets.

The net carrying amount of the construction loan at issuance was approximately $ 13.7 million.

The difference of approximately $ 0.5 million between the stated principal amount and the net carrying amount reflects debt issuance costs allocated to the drawn construction loan, which are presented as a direct reduction of the carrying value of long-term debt on the Condensed Consolidated Balance Sheets and are included in unamortized debt issuance costs in the table above.

The estimated fair value of the Project Granite Facility was $ 14.2 million as of

As of June 30, 2026, total outstanding borrowings under the Project Granite Facility were approximately $ 212.3 million, of which $ 11.0 million was classified within current portion of long-term debt and the remainder classified within long-term debt on the Condensed Consolidated Balance Sheets.

Borrowings under the Project Granite Facility were used to repay the outstanding borrowings under the XRC Facility and to fund transaction costs and project-related costs, including construction expenditures and required reserves.

In March 2026, the Borrowers issued a construction loan with a stated principal amount of approximately $ 14.2 million, which was used to finance third-party debt issuance costs, agency fees and upfront lender fees.

Of these costs, approximately $ 6.3 million related to undrawn commitments and remained recorded within other long-term assets on the Condensed Consolidated Balance Sheets as of June 30, 2026.

The remaining costs allocated to drawn borrowings are presented as a direct reduction of the related debt balance and are included in the $ 13.9 million of

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2026, based on a discounted cash flow model based on current market interest rates for similar instruments.

The fair value is classified as Level 2 in the fair value hierarchy.

See Note 17 – Subsequent Events for additional information regarding borrowings under the Granite Credit Agreement and related transaction occurring after March 31, 2026.

unamortized debt issuance costs as of June 30, 2026.

In addition, the Company incurred approximately $ 6.7 million of debt issuance costs related to the second draw under the Project Granite Facility during the three months ended June 30, 2026, which are also included in unamortized debt issuance costs.

The Company also had $ 17.9 million outstanding under the Granite Letter of Credit Facility, which supports project-level contractual and operational obligations and constitutes an off-balance sheet arrangement.

In connection with the Project Granite financing, the Company also entered into agreements to monetize certain production and/or investment tax credits associated with the project, which are expected to generate proceeds to support the overall project financing structure, including repayment of the tax credit transfer bridge loan facility.

Mercuria Credit Facility and Letter of Credit Facility

As of June 30, 2026 and December 31, 2025, the Company had $ 30.0 million outstanding under the Mercuria Credit Facility.

In connection with the Mercuria Credit Facility, the Company incurred debt issuance costs of $ 3.5 million, which are recorded in Other long-term assets on the Condensed Consolidated Balance Sheets and are amortized over the term of the agreement.

As of June 30, 2026 and December 31, 2025, the Company also had $ 43.6 million and $ 35.5 million, respectively, outstanding under the Mercuria Letter of Credit Facility, which supports project-level contractual and operational obligations and constitutes an off-balance sheet arrangement.

The Company was in compliance with all covenants under the Mercuria Credit Facility and Mercuria Letter of Credit Facility as of June 30, 2026 and December 31, 2025.

As of December 31, 2025, outstanding borrowings totaled $ 145.6 million.

These amounts are offset by the unamortized debt issuance costs of $ 2.8 million.

In April 2026, the Company repaid in full the outstanding borrowings of $ 145.6 million under the XRC Facility.

The repayment of the XRC Facility resulted in a loss on extinguishment of debt of $ 9.0 million, including $ 6.5 million of prepayment premiums and the $ 2.5 million write-off of unamortized debt issuance costs, which was recorded to Other non-operating expense, net on the Condensed Consolidated Statements of Operations.

Upon the repayment, the XRC Facility was terminated.

Surety Bond Arrangements

As of March 31, 2026 and December 31, 2025, the Company had outstanding surety bonds totaling $ 59.8 million and $ 57.5 million, respectively, which constitute off-balance sheet arrangements.

As of June 30, 2026 and December 31, 2025, the Company had outstanding surety bonds totaling $ 64.8 million and $ 57.5 million, respectively, which constitute off-balance sheet arrangements.

NOTE 4 – DERIVATIVE INSTRUMENTS

The Company has entered into derivative instruments intended to manage its exposure to variable-rate debt indexed to Daily Compounded SOFR, issued under its loans drawn from the Granite Credit Agreement dated March 6, 2026.

These interest rate swaps become effective in January 2027 and, accordingly, did not provide any hedge of the Company’s interest rate exposure during the periods presented.

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Certain information related to our derivatives contracts is presented below:

(Dollars in thousands) Effective Date Notional Amount (a)

Fixed Rate Index Mandatory Early Termination Date Maturity Date

Interest Rate Swaps 1/1/2027 $ 262,375 3.9445 % Daily Compounded SOFR 3/6/2031 12/31/2041

_________________

(a) This amount represents the maximum outstanding notional amount of the interest rate swaps currently entered into over the terms of those interest rate swaps.

The notional amounts of the interest rate swaps amortize over the terms of the contracts and range between $ 262.4 million and $ 0.8 million each settlement period based on a pre-defined notional schedule.

Derivative Impact on the Condensed Consolidated Statements of Operations:

For the three and six months ended June 30, 2026, the Company recognized unrealized gains of $ 1.2 million related to its interest rate swap derivative instruments, which were recorded within Interest expense in the Condensed Consolidated Statements of Operations.

Nonperformance risk, including the consideration of credit valuation adjustments related to counterparty credit risk and the Company's own credit risk, is incorporated into the fair value measurements of the Company's derivative instruments.

NOTE 5 – FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments which are measured at fair value, or for which a fair value is disclosed, are classified in the fair value hierarchy, as outlined below, on the basis of the observability of the inputs used in the fair value measurement:

• Level 1 – inputs are based upon quoted prices for identical instruments in active markets.

• Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data.

• Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the instrument.

The Company’s derivative instruments are based on quotes from the market makers that derive fair values from market data, and therefore, are classified as Level 2.

The fair values and the levels within the fair value hierarchy of financial instruments recorded on the Condensed Consolidated Balance Sheets were:

(Dollars in thousands)

As of June 30, 2026 As of December 31, 2025

Financial Instrument

Level Carrying Value Fair Value Carrying Value Fair Value

Debt instruments:

Debt instruments

Level 2 242,344 242,426 175,600 170,755

Derivatives not designated as hedging instruments:

Interest Rate Swaps (a)

Level 2 $ 1,172 $ 1,172 $ — $ —

_________________

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(a) As of June 30, 2026, the fair value of the interest rate swaps was recorded in Prepaid expenses and other of $ 0.1 million and Other long-term assets of $ 1.1 million.

NOTE 6 – ASSET RETIREMENT OBLIGATIONS

The following table summarizes the changes in the Company’s Asset Retirement Obligations (“ARO”), which are included in Other long-term liabilities on the Condensed Consolidated Balance Sheets, for the periods indicated:

(Dollars in thousands) As of March 31, As of December 31,

(Dollars in thousands) As of June 30, As of December 31,

Beginning balance $ 1,193 $ 299

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The schedule below details the Company’s Other current liabilities presented on the Condensed Consolidated Balance Sheets for the periods indicated:

(Dollars in thousands) As of March 31, As of December 31,

(Dollars in thousands) As of June 30, As of December 31,

Accrued expenses $ 5,104 $ 9,035

Bonus accrual 5,074 4,830

Deferred grant income 769 888

Derivative (1)

Payroll liabilities 376 564

Embedded derivative (1)

Deferred grant income — 888

Total other current liabilities $ 10,614 $ 16,997

_________________

(1) See Note 10 – Noncontrolling Interests for further discussion on the derivative.

(1) See Note 13 – Noncontrolling Interests for further discussion on the embedded derivative.

NOTE 8 – LEASES

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Since BLM leases do not grant to the geothermal lessee the exclusive right to use the surface of the land or extract minerals, BLM may grant rights to others for activities that do not unreasonably interfere with the geothermal lessee’s uses of the same land.

During the three and six months ended June 30, 2026, the Company recognized $ 1.5 million and $ 4.1 million, respectively, in total lease expense as reflected in Operating lease expense in the Condensed Consolidated Statements of Operations.

During the three and six months ended June 30, 2025, the Company recognized $ 0.2 million and $ 2.2 million, respectively, in total lease expense.

Total cash payments related to leases were $ 16.4 million and $ 1.2 million, respectively, for the six months ended June 30, 2026 and 2025.

Non-cash lease activity consisted of right-of-use (“ROU”) assets obtained in exchange for lease liabilities of $ 41.7 million for the six months ended June 30, 2026, compared to $ 20.8 million for the six months ended June 30, 2025.

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company recognized $ 2.6 million and $ 2.0 million, respectively, in total lease expense as reflected in Operating lease expense in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025.

Total cash payments related to leases were $ 6.6 million and $ 0.6 million, respectively, for the three months ended March 31, 2026 and 2025.

Non-cash lease activity consisted of right-of-use (“ROU”) assets obtained in exchange for lease liabilities of $ 38.0 million for the three months ended March 31, 2026, compared to $ 0.1 million for the three months ended March 31, 2025.

The following tables present information regarding operating leases recorded on the Condensed Consolidated Balance Sheets where the Company is the lessee for the periods indicated.

(Dollars in thousands) As of March 31, 2026

As of December 31, 2025

(Dollars in thousands) As of June 30, As of December 31,

Carrying values by asset category 2026 2025

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Total $ 109,867 $ 77,461

By asset category As of March 31, 2026

As of December 31, 2025

By asset category As of June 30, As of December 31,

Weighted average remaining term

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_________________

(1) The short-term and long-term lease liability totals $ 25.3 million and $ 86.3 million as of March 31, 2026, respectively, and $ 4.8 million and $ 72.6 million as of December 31, 2025.

(1) The short-term and long-term lease liability totals $ 24.7 million and $ 85.1 million as of June 30, 2026, respectively, and $ 4.8 million and $ 72.6 million as of December 31, 2025.

(2) The discount rate for each category of assets represents the Company’s incremental borrowing rate (“IBR”) for leases.

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The following is a schedule showing the Company’s future minimum lease payments associated with the operating leases together with the present value of the net minimum lease payments for the periods indicated.

(Dollars in thousands) As of March 31, 2026

(Dollars in thousands) As of June 30, 2026

2026 $ 12,424

5 unchanged sentences

Long-term lease obligation $ 85,123

NOTE 7 – STOCK-BASED COMPENSATION

The number of shares authorized and to be issued, as they are disclosed below, have been restated to reflect the Reverse Stock Split effectuated on May 14, 2026.

During the three months ended March 31, 2026, the Company granted stock options to employees and directors under the stock incentive plan (the “2019 Stock Incentive Plan” or the “Plan”), which was amended on March 6, 2026 to authorize an additional 34,151,952 shares of common stock to be available under the plan.

NOTE 9 – COMMON STOCK

The rights of the Company’s Class A common stock and Class B common stock issued after the IPO are summarized below.

Voting Rights

The holders of Class A common stock are entitled to one vote for each share on all voting matters other than matters that solely relate to the terms of one or more outstanding series of preferred stock.

The holders of Class B common stock are entitled to 40 votes for each share of Class B common stock on all voting matters other than matters that solely relate to the terms of one or more outstanding series of preferred stock.

The holders of shares of Class A and Class B common stock shall, at all times, vote together as a single class on all matters submitted to a vote of the stockholders, including election of directors to the Board of Directors (“Board”).

Dividends and Liquidation Rights

The holders of Class A and Class B common stock are entitled to dividends if declared by the Board and subject to any rights of the holders of preferred stock outstanding at the time.

If the dividend is in the form of common stock, the holders of Class A and Class B common stock will receive a dividend in the respective class of common stock held.

During the six months ended June 30, 2026 and 2025 , no dividends on the Company’s common stock had been paid or declared by the Company.

In the event of any voluntary or involuntary liquidation, dissolution, winding up of the Company, the holders of Class A and Class B common stock are entitled to share in any distribution of assets on a pro rata basis, subject to any rights of the holders of preferred stock outstanding at the time.

Class B Common Stock Conversion Rights

Holders of Class B common stock have the right to convert one share of Class B common stock into one share of Class A common stock at any time unless an automatic or mandatory conversion event has occurred.

Each share of Class B common stock generally converts automatically into one share of Class A common stock upon any transfer, whether or not for value, subject to specified exceptions for permitted transfers.

All outstanding shares of Class B common stock also convert automatically into Class A common stock on a 1 :1 basis upon the earliest to occur of the following mandatory conversion events:

(1) the first trading day following the seven th anniversary of the Company’s IPO of Class A common stock, (2) the date on which the Co-Founders and their permitted transferees (including shares underlying outstanding options) cease to hold at least 25 % of the aggregate number of

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Class A and Class B common stock held as of the effective date of the IPO, and (3) certain Co-Founder-specific events such as death, disability or termination for cause.

Holders of Class A and Class B common stock are generally entitled to equal treatment on a per-share basis in mergers, consolidations and other similar transactions.

Any differences in equity consideration distributed to Class A and Class B holders are generally limited to preserving the relative voting rights of the two classes, unless otherwise approved by the requisite vote of each class of common stock.

NOTE 10 – STOCK-BASED COMPENSATION AND ESPP

The number of shares authorized and to be issued, as they are disclosed below, has been restated to reflect the Reverse Stock Split effected on May 14, 2026.

During the six months ended June 30, 2025, the Company granted stock options with a service condition covering 1,867,585 shares for a total grant-date fair value of $ 3.8 million to employees under the 2019 Stock Incentive Plan (the “2019 Plan”).

During the six months ended June 30, 2026, the Company granted stock options and restricted stock units to employees and directors under the 2019 Plan for awards prior to the IPO and under the 2026 Stock Incentive Plan (“2026 Plan”) after the IPO.

The 2019 Plan was amended on March 6, 2026 to authorize an additional 34,151,952 shares of common stock to be available under the plan and was terminated on April 13, 2026 in anticipation of the IPO, being replaced by the 2026 Plan.

Any awards outstanding under the 2019 Plan remained outstanding.

On January 26, 2026, the Company granted stock options with a service condition, covering 4,184,750 shares with a total grant-date fair value of $ 16.9 million.

1 unchanged sentence

Of the total March 6, 2026 grant, stock options covering 233,805 shares have a service condition and a total grant-date fair value of $ 1.9 million and stock options covering 2,431,498 shares include both a service condition and performance-based vesting condition tied to an operational milestone and have a total grant-date fair value of $ 19.6 million.

As of March 31, 2026, the performance condition related to this award was probable of being achieved, and therefore, related stock-based compensation expense was recognized during the three months ended March 31, 2026.

The remaining stock options covering 7,294,494 shares, comprised of three tranches split evenly, vest upon the occurrence of a) the completion of an IPO within a specific timeframe, b) a performance-based vesting condition tied to operational milestones, c) the achievement of either a market-based condition or another performance-based condition tied to operations and d) a service condition.

As of June 30, 2026, the performance condition related to certain awards granted on March 6, 2026 was considered probable of being achieved, and therefore, the related stock-based compensation expense was recognized during the three and six months ended June 30, 2026.

The remaining stock options covering 7,294,494 shares, comprised of three tranches split evenly, contained a performance condition dependent on the Company completing its IPO which has been met during the three months ended June 30, 2026.

The remaining vesting conditions for this grant include a) a performance-based vesting condition tied to operational milestones, b) the achievement of either a market-based condition or another performance-based condition tied to operations and c) a service condition.

The total grant-date fair value was $ 11.3 million, $ 16.7 million, and $ 13.6 million for each of the respective tranches.

The stock options contain a performance condition which was not considered probable of being achieved as of March 31, 2026, as all three tranches are tied to the IPO performance condition and an IPO is not considered probable until consummated.

Accordingly, no stock-based compensation expense has been recognized related to these awards during the three months ended March 31, 2026.

The stock options contain a performance condition which was not considered probable of being achieved as of June 30, 2026, related to the operational milestones.

Accordingly, no stock-based compensation expense has been recognized related to these awards during the three and six months ended June 30, 2026.

The Company will continue to reassess the probability of achieving these conditions at each reporting period and will recognize stock-based compensation expense when such conditions are deemed probable.

The grant-date fair value of the stock options with a market condition was estimated using the following Black-Scholes option-pricing model assumptions:

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Fair value of common stock $ 8.49

3 unchanged sentences

Expected dividend yield 0.0 %

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

On April 13, 2026, the Company granted 55,554 restricted stock units to directors with a service condition, for a total grant-date fair value of $ 1.5 million.

On June 15, 2026, the Company granted 533,708 restricted stock units to employees with a service condition, for a total grant-date fair value of $ 18.9 million.

Stock-based Compensation Expense

During the three months ended March 31, 2026 and 2025, the Company recorded $ 2.6 million and $ 0.5 million, respectively, as stock-based compensation in General and administrative expense in the Condensed Consolidated Statements of Operations.

NOTE 8 – WARRANTS

As of March 31, 2026, the Company had 3,550,329 warrants outstanding, which were exercisable into 3,550,329 shares of Series E-2 redeemable convertible preferred stock.

The warrants were issued in October 2025 in connection with the issuance of Intermediate Class A Units (see Note 10 – Noncontrolling Interests for additional information).

The warrants are classified as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and are measured at fair value, with changes in fair value recognized in earnings each reporting period.

No warrants have been exercised as of March 31, 2026.

After giving effect to the Reverse Stock Split effectuated on May 14, 2026, the 3,550,329 shares of Series E-2 redeemable convertible preferred stock are convertible into 2,554,107 shares of Class A common stock.

See Note 17 – Subsequent Events for additional information regarding the exercise of warrants occurring after March 31, 2026.

During the three months ended March 31, 2026, the Company recognized a $ 13.1 million loss related to the remeasurement of the warrants, which is reflected within Other non-operating expense in the Condensed Consolidated Statements of Operations.

As of March 31, 2026 and December 31, 2025, the fair value of the warrants was approximately $ 23.4 million and $ 10.2 million, respectively, and is recorded within Other long-term liabilities in the Condensed Consolidated Balance Sheets.

Fair Value Measurement and Settlement Amounts

As of March 31, 2026, the warrants were measured at fair value using a Black-Scholes option pricing model, weighted between a going concern scenario and IPO scenario.

The Company estimated the fair value of the warrants using the following assumptions:

As of March 31, 2026

Going concern scenario IPO scenario

Series A-1 Redeemable Convertible Preferred Stock price $ 8.73 $ —

Series E-1 Redeemable Convertible Preferred Stock price 8.17 —

Estimated IPO price — 14.00

The Company recorded stock-based compensation expense, excluding the ESPP, of $ 7.6 million and $ 10.2 million for the three and six months ended June 30, 2026, respectively, and $ 0.6 million and $ 1.1 million for the three and six months ended June 30, 2025, respectively, in General and administrative expense in the Condensed Consolidated Statements of Operations.

Employee Stock Purchase Plan

The Company’s ESPP became effective shortly after the IPO in May 2026.

The ESPP allows eligible employees to purchase shares of the Company’s Class A common stock at a discounted price through payroll deductions of up to 15 % of their eligible compensation.

The purchase price is equal to 85 % of the fair market value of a share of common stock on the first day of an offering period or the purchase date, whichever is lower.

May 21, 2026 was the initial grant date for the ESPP awards.

The initial offering period consists of two purchase periods.

The total grant-date fair value of the ESPP awards was $ 2.8 million and $ 3.1 million for each of the respective tranches.

The grant-date fair value of the ESPP awards was estimated using the following Black-Scholes option-pricing model assumptions:

Valuation Date Stock Price

IPO Stock Price

Expected volatility

Expected term (in years) 3.00 0.12

Risk-free interest rate 3.8 % 3.7 %

Risk-free interest rates

3.7 % - 3.8 %

Expected dividend yield

Due to the use of significant unobservable inputs of stock price, volatility and expected term in the valuation, the warrants are classified within Level 3 of the fair value hierarchy.

Accordingly, significant judgment is required in selecting these assumptions.

Actual assumptions may differ from the Company’s current estimates and such differences could materially impact the fair value of the warrants.

During the three and six months ended June 30, 2026, no shares had been purchased under the ESPP.

The Company recorded stock-based compensation expense related to the ESPP of $ 0.6 million for the three and six months ended June 30, 2026, in General and administrative expense in the Condensed Consolidated Statements of Operations.

NOTE 11 – WARRANTS

The Company issued warrants in October 2025 in connection with the issuance of Intermediate Class A Units (see Note 13 – Noncontrolling Interests for additional information).

The warrants were classified as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and were measured at fair value, with changes in fair value recognized in earnings each reporting period.

On April 28, 2026, Centaurus Capital LP (“Centaurus”) delivered a notice to exercise the warrants in full.

In accordance with its terms, the warrants were exercised on May 13, 2026 into 3,550,329 shares of Series E-2 redeemable convertible preferred stock, which were immediately converted into 2,554,107 shares of Class A common stock after taking into consideration the Reverse Stock Split.

Centaurus paid an aggregate exercise price of $ 18.7 million in cash and surrendered the original warrants upon full exercise.

As a result of this transaction, the warrants are no longer outstanding, and no further shares are issuable thereunder.

The Company recognized a loss of $ 26.9 million and $ 40.0 million during the three and six months ended June 30, 2026, respectively, related to the remeasurement of the warrants, which is reflected within Other non-operating expense, net in the Condensed Consolidated Statements of Operations.

Upon exercise, the warrant liability was derecognized and the Class A common stock issued was recognized in equity.

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Changes in the fair value of the Company’s equity directly affect the fair value of the warrants.

NOTE 12 – VARIABLE INTEREST ENTITY

The Company evaluated its interests in certain legal entities and determined that Cape Phase I HoldCo, LLC (“Cape PI HoldCo”) and Cape PI Intermediate HoldCo, LLC (“Cape PI Intermediate HoldCo”) are VIEs under ASC 810, Consolidation (“ASC 810”) as of March 31, 2026.

The Company evaluated its interests in certain legal entities and determined that Cape Phase I HoldCo, LLC (“Cape PI HoldCo”) and Cape Phase I Intermediate HoldCo, LLC (“Cape PI Intermediate HoldCo”) are VIEs under ASC 810, Consolidation (“ASC 810”) as of June 30, 2026.

The Company concluded that it is the primary beneficiary of these VIEs because it has (i) the power to direct the activities that most significantly impact these VIEs’ economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to these VIEs.

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The Company’s maximum exposure to loss as a result of its involvement with these VIEs is limited to its investment in the entities and any contractual arrangements that require the Company to provide financial support.

As of March 31, 2026, such ongoing financial support includes capital commitments and construction-related funding obligations consistent with those disclosed in the Company’s audited consolidated financial statements for the years ended December 31, 2025 and 2024.

As of June 30, 2026, such ongoing financial support includes capital commitments and construction-related funding obligations consistent with those disclosed in the Company’s audited consolidated financial statements for the years ended December 31, 2025 and 2024.

Management reassesses its involvement with Cape PI HoldCo and Cape PI Intermediate HoldCo on an ongoing basis to determine whether the Company continues to be the primary beneficiary, including upon the occurrence of a reconsideration event.

There have been no material changes in the Company’s VIE conclusions, consolidation determinations or maximum exposure to loss during the three months ended March 31, 2026 from those disclosed as of and for the year ended December 31, 2025.

There have been no material changes in the Company’s VIE conclusions, consolidation determinations or maximum exposure to loss during the six months ended June 30, 2026 from those disclosed as of and for the year ended December 31, 2025.

NOTE 13 – NONCONTROLLING INTERESTS

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Additionally, two derivatives were identified as being embedded in the Intermediate Class A Units.

As of March 31, 2026, conditions relevant to the embedded derivatives were evaluated and one feature was determined to have a fair value of $ 0.4 million.

As of June 30, 2026, conditions relevant to the embedded derivatives were evaluated and one feature was determined to have a fair value of $ 0.1 million.

This amount is included in Other current liabilities (see Note 7 – Other Current Liabilities).

Changes in the fair value of the embedded derivative are recognized in earnings.

For the three and six months ended June 30, 2026, the Company recognized gains of $ 0.4 million and $ 1.6 million, respectively, which were recorded in Other non-operating expense, net.

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

There were no material changes to the terms, classification or measurement of the Company’s redeemable noncontrolling interests during the three months ended March 31, 2026.

The following table is a summary of the changes in redeemable noncontrolling interest for CPI HoldCo Class A Units for the three months ended March 31, 2026:

There were no material changes to the terms, classification or measurement of the Company’s redeemable noncontrolling interests during the six months ended June 30, 2026.

The following table is a summary of the changes in redeemable noncontrolling interest for CPI HoldCo Class A Units for the six months ended June 30, 2026:

(Dollars in thousands)

1 unchanged sentence

Remeasurement of redeemable noncontrolling interest 2,532

Balance at March 31, 2026 $ 103,843

The following table is a summary of the changes in redeemable noncontrolling interest for Intermediate Class A Units for the three months ended March 31, 2026:

Balance at June 30, 2026 $ 105,118

The following table is a summary of the changes in redeemable noncontrolling interest for Intermediate Class A Units for the six months ended June 30, 2026:

(Dollars in thousands)

1 unchanged sentence

Remeasurement of redeemable noncontrolling interest 4,514

Balance at March 31, 2026 $ 79,521

Balance at June 30, 2026 $ 81,858

NOTE 14 – SEGMENT INFORMATION

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All segment financial information is presented on a consolidated basis in the accompanying condensed consolidated financial statements.

There were no changes in the Company’s operating segment structure or the measures used by the CODM to assess performance during the three months ended March 31, 2026.

There were no changes in the Company’s operating segment structure or the measures used by the CODM to assess performance during the six months ended June 30, 2026.

NOTE 15 – EARNINGS PER SHARE

The number of shares have been restated to reflect the Reverse Stock Split effectuated on May 14, 2026.

All historical share and per share amounts reflected in the condensed consolidated financial statements for the three months ended March 31, 2026 have been retrospectively restated to reflect the change in capital structure for the periods prior to the completion of the Reverse Stock Split, as applicable.

The number of shares has been restated to reflect the Reverse Stock Split effected on May 14, 2026.

All historical share and per share amounts reflected in the condensed consolidated financial statements for the six months ended June 30, 2026 and 2025 have been retrospectively restated to reflect the change in capital structure for the periods prior to the completion of the Reverse Stock Split, as applicable.

See Note 2 – Significant Accounting Policies for details.

Basic and diluted net loss per share is calculated as follows:

(Dollars and shares in thousands, except per share amounts) Three months ended March 31,

Net loss attributable to common shares $ ( 35,264 ) $ ( 9,146 )

Weighted-average common shares 9,467 8,961

(Dollars and shares in thousands, except per share amounts) Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Net loss attributable to common stock, Class A common stock and Class B common stock $ ( 59,527 ) $ ( 11,627 ) $ ( 94,791 ) $ ( 20,773 )

Weighted-average common stock, Class A common stock and Class B common stock 157,003 8,844 83,643 8,902

Net loss per share – basic and diluted

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The following potentially dilutive instruments, based on amounts outstanding and restated to reflect the Reverse Stock Split, that could result in dilution, were excluded from the diluted earnings per share computation because including them would have had an anti-dilutive effect:

(Shares in thousands) Three months ended March 31,

Preferred shares 201,429 160,756

(Shares in thousands) As of June 30,

Option-based awards 31,758 13,504

Warrants 2,554 —

Restricted stock units 589 —

Preferred shares — 160,756

Total 32,621 174,260

NOTE 16 – GRANT INCOME

Grant income of $ 0.1 million and $ 0.2 million attributable to research and development is netted against eligible expenses in research and development, net in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, respectively.

Grant income totaling $ 20.3 million and $ 14.1 million attributable to project development is netted against construction-in-process on the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, respectively.

Grant income of $ 0.8 million and $ 0.9 million for the three and six months ended June 30, 2026, respectively, attributable to research and development is netted against eligible expenses in Research and development (income) expense, net in the Condensed Consolidated Statements of Operations.

Grant income attributable to research and development activities recognized during the comparable 2025 periods was nominal.

Grant income totaling $ 20.7 million and $ 14.1 million attributable to project development is netted against Construction-in-process on the Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, respectively.

In 2024, the Company was awarded a reimbursement-type grant from the DOE in the amount of $ 22.1 million.

The effective date of the grant was July 1, 2024 and the contract expires July 1, 2026.

The effective date of the grant was July 1, 2024, and the contract was extended through July 31, 2027.

Funding under the grant is recognized as qualifying expenditures are incurred in accordance with the terms of the grant agreement.

In 2025 and during the three months ended March 31, 2026, the Company has been awarded several smaller grants, totaling $ 0.7 million, which are accounted for consistent with the Company’s grant income policy.

In 2025 and during the six months ended June 30, 2026, the Company has been awarded several smaller grants, totaling $ 0.7 million, which are accounted for consistent with the Company’s grant income policy.

NOTE 17 – INCOME TAXES

The Company’s effective tax rate was 0.0 % for both the three months ended March 31, 2026 and 2025.

The effective rate differs from the federal statutory rate of 21.0% primarily due to the valuation allowance.

The Company’s effective tax rate was 0.0 % for the three and six months ended June 30, 2026 and 2025.

The effective rate differs from the federal statutory rate of 21.0% primarily due to the exercise of warrants and valuation allowance.

State and local income tax impacts primarily relate to minimal filing obligations in Utah, California, and the District of Columbia, which collectively comprise the majority of the Company’s state and local income tax exposure.

Such obligations did not result in a material current state or local tax expense or benefit and had no material impact on the Company’s effective tax rate for the three months ended March 31, 2026 and 2025.

Such obligations did not result in a material current state or local tax expense or benefit and had no material impact on the Company’s effective tax rate for the three and six months ended June 30, 2026 and 2025.

NOTE 18 – RELATED PARTY TRANSACTIONS

1 unchanged sentence

Related parties include affiliates, principal owners, management, members of the Board of Directors, and their immediate family members, as well as entities under common control or significant influence.

For both the three months ended March 31, 2026 and 2025, the Company incurred $ 0.1 million of costs related to technical services provided by a supplier that is a major investor in the Company and an observer to the Company’s Board of Directors.

During the three and six months ended June 30, 2026 and 2025, the Company incurred costs for technical services provided by a supplier that was a major investor in the Company and a member of the Company’s Board of Directors.

The supplier ceased to be a related party during the three months ended June 30, 2026.

Costs related to these services were $ 0.0 million and $ 0.1 million for the three and six months ended June 30, 2026, respectively, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2025, respectively.

These costs were recorded in General and administrative expense in the Condensed Consolidated Statements of Operations.

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 19 – COMMITMENTS AND CONTINGENCIES

Contractual Commitments

As of March 31, 2026, the Company had outstanding contractual commitments of approximately $ 496.3 million, primarily related to its Cape Station Phase I and Cape Station Phase II facilities.

As of June 30, 2026, the Company had outstanding contractual commitments of approximately $ 488.3 million, primarily related to its Cape Station Phase I and Cape Station Phase II facilities.

This amount represents the Company’s contractual obligations under binding supplier contracts, including fixed and variable components.

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Litigation and Other Legal Proceedings

23 unchanged sentences

The Company’s operations are designed and conducted to comply with applicable environmental permits and approval requirements.

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Environmental laws and regulations

1 unchanged sentence

In the U.S., these may include the Clean Air Act, the Clean Water Act, the Emergency Planning and Community Right-to-Know Act, the Endangered Species Act, the National Environmental Policy Act, the Resource Conservation and Recovery Act, and related state laws and regulations.

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 20 – SUBSEQUENT EVENTS

Management has evaluated subsequent events that occurred after the date of the Condensed Consolidated Balance Sheets through June 23, 2026, the date the financial statements were issued.

• In April 2026, the Borrowers completed a second draw under the Granite Credit Agreement of approximately $ 172.3 million.

On May 22, 2026, the Company made an additional draw of $ 25.9 million under the Project Granite Facility.

As a result, total borrowings under the Project Granite Facility subsequent to March 31, 2026 were approximately $ 198.2 million.

In connection with the April 2026 draw, the Company repaid in full the outstanding borrowings under the XRC Facility, using approximately $ 145.6 million of the proceeds.

The remaining proceeds were used to fund transaction costs and for project-related purposes, including construction expenditures and required reserves.

The repayment of the XRC Facility resulted in a loss on extinguishment of debt, including prepayment premiums and the write-off of unamortized debt issuance costs.

The prepayment premium was approximately $ 6.5 million.

In connection with the Project Granite financing, the Company entered into agreements to monetize certain production and/or investment tax credits associated with the project, which are expected to generate proceeds to support the overall project financing structure, including repayment of the tax credit transfer bridge loan facility.

As part of the current and anticipated borrowings under the construction loan, the Company entered into a series of interest rate swaps to mitigate exposure to adverse movements in interest rates.

The interest rate swaps have an aggregate initial notional value of $ 262.4 million on the forward start date of January 1, 2027 and amortize over the term of the swaps to $ 0.8 million at maturity on December 31, 2041.

Under the swaps, the Company pays a fixed interest rate of 3.9 % and receives a floating interest rate based on SOFR, as compounded daily over the interest period in accordance with overnight indexed swap conventions, with net settlements made periodically.

The Company has not designated these interest rate swaps as hedging instruments for accounting purposes.

Accordingly, the swaps will be recorded at fair value, with changes in fair value recognized in earnings.

See Note 3 – Debt and Off-Balance Sheet Arrangements for additional information on the debt facilities.

• On April 28, 2026, Centaurus Capital LP delivered a notice to exercise the warrant in full.

In accordance with its terms, the warrant was exercised into 3,550,329 shares of Series E-2 redeemable convertible preferred stock, which are convertible into 2,554,107 shares of Class A common stock after taking into consideration the Reverse Stock Split.

Centaurus Capital LP paid an aggregate exercise price of $ 18.7 million in cash and surrendered the original warrant upon full exercise.

As a result of this transaction, the warrant is no longer outstanding, and no further shares are issuable thereunder.

• On May 14, 2026, the Company completed its IPO of Class A common stock of Fervo Energy Company, par value of $ 0.0001 per share, at a price of $ 27.00 per share.

The Company’s common stock trades on the Nasdaq under the symbol “FRVO”.

In connection with the IPO, the Company sold an aggregate of 80,500,000 shares of Class A common stock, which includes 10,500,000 shares of the Class A common stock issued upon the underwriters’ full exercise of their option to purchase additional shares from the Company.

The gross proceeds to the Company from the IPO were approximately $ 2.2 billion, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

In connection with the IPO, the following transactions were completed:

• Effectuation of a 0.7194 -for-1 Reverse Stock Split of the Company’s common stock.

Shares for periods presented have been retroactively adjusted to reflect the Reverse Stock Split for all periods prior to May 14, 2026, in the condensed consolidated financial statements for the three months ended March 31, 2026.

See Note 2 – Significant Accounting Policies for additional information.

• Automatic conversion of all outstanding redeemable convertible preferred stock into Class A common stock of Fervo with a par value of $ 0.0001 per share, taking into consideration the Reverse Stock Split

Fervo Energy Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

• Reclassification of the Company’s capital structure, including the establishment of Class A and Class B common stock.

• Founder share exchange, resulting in the issuance of Class B common stock of Fervo with a par value of $ 0.0001 per share (“Class B common stock”) to certain existing holders.

• Filing and effectiveness of the Company’s amended and restated certificate of incorporation and bylaws.

Management has evaluated subsequent events that occurred after the date of the Condensed Consolidated Balance Sheets through the date the financial statements were issued.

• On July 8, 2026, the Borrowers completed a fourth draw under the Granite Credit Agreement of approximately $ 25.1 million.

Other than the matters described above, the Company identified no subsequent events that require adjustment to or disclosure in the condensed consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements