What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-13 compared with 2026-06-23 · 150 added, 81 removed, 184 unchanged (56% of the section changed)

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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 GFA;

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;

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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”) Organic Rankine Cycle (“ORC”) power plants (“GeoBlock”) to be operational at the end of 2026 and to reach approximately 100 megawatts of operating capacity by early 2027 and 500 megawatts of cumulative operating capacity by the end of 2028.

As of March 31, 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”), creating a repeatable commercial model that we believe can accelerate deployment.

We expect our first standardized Organic Rankine Cycle (“ORC”) power plants (“GeoBlocks”) 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 June 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 GFA, creating a repeatable commercial model that we believe can accelerate deployment.

Recent Developments

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 offering were approximately $2.2 billion, before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The gross proceeds from the IPO 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.

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.

On April 10, 2026, we entered into an agreement with Liberty Mutual Insurance Company to sell and transfer tax credits generated at Cape Station Phase I, supporting our capital deployment strategy for our utility-scale geothermal projects.

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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.

Moreover, 82 out of 179 governmental permits and approvals necessary to commence commercial operations at Cape Station Phase II have been received, and the remaining 97 are in process.

Power Demand Environment .

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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 be expensed as general and administrative expense.

These costs are expensed as incurred and included in General and administrative expense in the Condensed Consolidated Statements of Operations.

Change in Tax Law .

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We believe these metrics are useful to investors in evaluating our progress toward commercial operations.

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

Q1 2026 Key Performance Indicator Summary As of March 31, 2026

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

Q2 2026 Key Performance Indicator Summary As of June 30, 2026, unless otherwise noted

Construction & Operations

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Prospects) 650,000

_________________

(1) Backlog is calculated using expected energy output over the entire term of each PPA and reflects contracted pricing (including any escalators or indexation) and expected annual energy volume.

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

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

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

(2) Geothermal Development Portfolio data as of August 12, 2026.

Refer to the following definitions of the Geothermal Development Portfolio.

Geothermal Development Portfolio

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

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

• Under Construction:

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

• 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.

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

• 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.

• 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.

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

• 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.

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

Results of Operations

The following table sets forth our results of operations for the periods indicated:

Three months ended March 31, Change

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.

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

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

Three Months Ended June 30, Change

(Dollars in thousands, except percentages) 2026 2025 $ %

Revenues $ 61 $ — $ 61 — %

Revenues $ 113 $ — $ 113 NM

Costs and expenses:

Operation and maintenance 306 158 148 93.7 %

Research and development income, net (72) (36) (36) 100.0 %

Research and development (income) expense, net (712) 395 (1,107) 280.3 %

General and administrative expense 27,427 9,484 17,943 189.2 %

Operating lease expense 1,490 205 1,285 NM

Depreciation and amortization 344 56 288 514.3 %

Operating loss (28,742) (10,298) (18,444) 179.1 %

Other income (expense):

Interest income 10,521 601 9,920 NM

Interest expense (2,215) (1,739) (476) 27.4 %

Other non-operating expense, net (35,478) — (35,478) NM

Loss before income taxes (55,914) (11,436) (44,478) 388.9 %

Income tax expense (1) (2) 1 50.0 %

Net loss $ (55,915) $ (11,438) $ (44,477) 388.9 %

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

Revenues increased by $0.1 million during the three months ended June 30, 2026 compared to the three 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.

Operation and Maintenance

Operation and maintenance expenses increased approximately $0.1 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily attributable to modest increases in contracted labor, engineering support and site evaluation activities.

The change was not material to overall results.

Research and Development (Income) Expense, Net

Research and development (“R&D”) (income) expense, net improved by approximately $1.1 million during the three months ended June 30, 2026 compared to the three 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 $0.7 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 improvement was primarily driven by higher grant proceeds relative to qualifying R&D expenditures in the current period.

General and Administrative Expense

General and administrative expense increased by $17.9 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by higher employee-related costs and additional administrative and operational support functions required to support our growth.

Employee‑related expenses increased by $8.2 million during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to workforce growth as we expanded our technical, operational, and administrative functions to support project development, execution, and corporate operations.

Headcount increased by 103 employees from 158 employees as of June 30, 2025 to 261 employees as of June 30, 2026.

Additional increases in general and administrative expense consisted of $4.8 million attributable 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.

The remaining changes were not individually significant period-over-period.

Operating Lease Expense

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.

Depreciation and amortization

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.

Interest Income and Expense

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.

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.

Other Non-Operating Expense, Net

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”).

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

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:

Six Months Ended June 30, Change

(Dollars in thousands, except percentages) 2026 2025 $ %

Revenues $ 174 $ — $ 174 NM

Costs and expenses:

Operation and maintenance 788 410 378 92.2 %

Research and development (income) expense, net (784) 359 (1,143) 318.4 %

General and administrative expense 44,417 17,163 27,254 158.8 %

Operating lease expense 4,110 2,194 1,916 87.3 %

Depreciation and amortization 437 103 334 324.3 %

Operating loss (48,794) (20,229) (28,565) 141.2 %

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Loss before income taxes (87,744) (20,582) (67,162) 326.3 %

Income tax expense (1) (2) 1 50.0 %

Net loss $ (87,745) $ (20,584) $ (67,161) 326.3 %

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

Revenues increased by less than $0.1 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Revenues increased by $0.2 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

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Operation and Maintenance

Operation and maintenance expenses increased approximately $0.2 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

The increase was primarily attributable to modest increases in contracted labor, engineering support and site evaluation activities.

The change was not material to overall results.

Research and Development Income, Net

Research and development (“R&D”) income, net increased less than $0.1 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

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.

Research and Development (Income) Expense, Net

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 increase was primarily driven by lower qualifying R&D expenditures relative to grant proceeds in the current period, both of which were insignificant for the periods presented.

The improvement was primarily driven by higher grant proceeds relative to qualifying R&D expenditures in the current period.

General and Administrative Expense

General and administrative expense increased by $9.3 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

During the period, we experienced an increase in general and administrative cost activities, driven by employee-related costs and additional administrative and operational support functions required to support our growth.

Employee‑related expenses increased by $7.4 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to an increase in headcount of 82 employees, which drove higher compensation-related costs as we expanded our technical, operational, and administrative functions to support project development, execution, and corporate operations.

These costs included salaries, payroll taxes, health and welfare benefits, performance‑based bonuses, stock‑based compensation, and retirement plan contributions.

Additional increases in general and administrative expense of $1.3 million were attributable 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.

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.

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.

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.

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Operating Lease Expense

Operating lease expense increased by $0.6 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily attributable to 61 new lease agreements entered into to support the expansion of our geothermal portfolio across approximately 610,000 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.

Operating lease expense increased by $1.9 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily attributable to additional geothermal resource rights and other lease arrangements supporting our expansion of our geothermal portfolio across approximately 630,000 acres.

Depreciation and amortization

Depreciation and amortization increased less than $0.1 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to additional assets placed in service.

The change was not material to overall results.

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

Interest Income and Expense

Interest income increased by $0.8 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

The increase was due to higher average cash balances following our Series E preferred stock financing completed in December 2025.

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.

Other Non-Operating Expense

Other non-operating expense increased by $11.9 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

This increase was driven by non-cash fair value remeasurement losses and gains, including a $13.1 million loss related to warrants, partially offset by a $1.2 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”).

Interest income increased by $10.7 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to higher average cash balances following our successful IPO in May 2026.

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.

Other Non-Operating Expense, Net

Other non-operating expense, net increased by $47.3 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

This increase was primarily driven by a $40.0 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 $1.6 million gain from the remeasurement of a bifurcated embedded derivative associated with Cape PI Intermediate HoldCo’s arrangement with Centaurus.

The remaining changes were not individually significant period-over-period.

Liquidity and Capital Resources

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For long-term liquidity indicators, we believe our ratio of long-term debt to equity and our historical levels of net cash flows from investing activities to be the most important measures.

As of March 31, 2026, our liquidity position consisted of $280.8 million of unrestricted cash and cash equivalents (including $274.5 million held in money market funds) and $6.0 million of restricted cash.

As of June 30, 2026, our liquidity position consisted of $2.1 billion of unrestricted cash and cash equivalents and $11.0 million of restricted cash.

Our cash and cash equivalents are primarily maintained in highly liquid money market funds and deposit accounts with large financial institutions.

In addition, we had access to the following undrawn borrowing capacity:

$70.0 million under our Mercuria Credit Facility, $36.4 million under our Mercuria Letter of Credit Facility, and $157.8 million under our Project Granite Facility.

As of March 31, 2026, the XRC Facility was fully drawn.

In March 2026, our subsidiaries, Cape Phase I Borrower LLC and Phase I WellCo LLC, entered into the Project Granite Facility to finance the development of our Cape Station Phase I project.

As of March 31, 2026, we had drawn $14.2 million and had access to undrawn borrowing capacity of $294.6 million, consisting of a construction loan facility.

In early April, additional commitments of $112.7 million closed and became available, including (i) a tax credit transfer bridge loan facility, (ii) multiple letter of credit facilities, and (iii) a term loan facility that will refinance the construction loans upon satisfaction of specified conversion conditions.

As such, we had aggregated commitments of $421.4 million under this facility.

Subsequent to quarter end, on April 14, 2026, we repaid all outstanding borrowings under the XRC Facility using proceeds from the Project Granite Facility, and the XRC Facility was terminated.

We also entered into a letter of credit facility (the “Project Granite Letter of Credit Facility”) and had $33.4 million of undrawn borrowing capacity available thereunder.

On May 14, 2026, we completed our IPO of an aggregate of 80,500,000 shares of Class A common stock at a price of $27.00 per share, which includes 10,500,000 of the Class A common stock issued upon the underwriters’ full exercise of their option to purchase additional shares.

The gross proceeds from the initial public offering were approximately $2.2 billion, before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

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

We believe our existing cash resources, available borrowing capacity and access to capital markets will be sufficient to meet our liquidity requirements for at least the next 12 months.

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Catalyst and Centaurus Financing Agreements

Our Cape Station Phase I project is financed through agreements with Granite Energy InvestCo, LLC (“Catalyst”) and Centaurus, which are accounted for as variable interest entities.

Our Cape Station Phase I project is financed through agreements with Granite Energy InvestCo, LLC (“Catalyst”) and Centaurus.

The financing arrangements are held through Cape PI HoldCo, LLC and Cape PI Intermediate HoldCo, LLC, which are consolidated by the Company and accounted for as variable interest entities ("VIEs").

These arrangements involve project-level preferred equity with priority distribution waterfalls that must be satisfied before any cash is available to the Company.

Distributions under both financings are contingent upon the project achieving commercial operations and generating distributable cash flow;

accordingly, we do not expect preferred distributions to be required during the twelve-month period following March 31, 2026 .

accordingly, we do not expect preferred distributions to be required during the 12-month period following June 30, 2026 .

Over the long term, these agreements require cumulative distributions totaling approximately $139.0 million to Catalyst (through 2041) and approximately $122.0 million to Centaurus, the latter of which is subject to return hurdles and includes a future royalty interest.

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While we have not yet achieved significant revenue generation, we anticipate our funding needs will include continued capital expenditures for projects under construction, such as Cape Station, exploration and development costs for new geothermal sites across our approximately 630,000 -acre portfolio, personnel costs and general and administrative expense as we scale our organization and technical capabilities, and working capital to support expanded operations.

As of March 31, 2026, capital expenditures over the next 12 months are projected to total approximately $1.2 billion, driven primarily by drilling, well completion, and continued construction activities at Cape Station, as well as early development of other GeoClusters.

Of this amount, approximately $1.1 billion relates to our Cape Station Phase I and Phase II facilities and approximately $70.0 million relates to early and advanced development activities across our portfolio including permitting, engineering, site development, and resource characterization.

These estimates are based on management's current development plans and are subject to change as project execution progresses.

Based on current conditions, we believe our capital resources are sufficient to meet our financial obligations and fund our planned development activities for at least the next 12 months.

As a company with significant development activities transitioning toward commercial operations, we continue to rely on external financing to fund our operations and growth initiatives.

Beginning with this Report, we have transitioned our capital expenditure disclosure from a rolling 12-month basis to a calendar-year basis, which we believe better aligns with how we plan and budget our capital program and improves comparability across reporting periods.

As of June 30, 2026, we project total capital expenditures for the remainder of 2026 of approximately $850.0 million to $900.0 million , driven primarily by drilling, well completion, and continued construction activities at our Cape Station Phase I and Phase II facilities, as well as early and advanced development activities across our portfolio, including permitting, engineering, site development, long-lead equipment procurement, and resource characterization.

Capital expenditures incurred during the six months ended June 30, 2026 were $399.3 million (see Condensed Consolidated Statements of Cash Flows in the condensed consolidated financial statements) .

Accordingly, total capital expenditures for the year ending December 31, 2026 are currently projected to be approximately $1.3 billion .

This full-year estimate is consistent with our previously disclosed expectation of approxim ately $2.2 billion of cumulative capital expenditures for Cape Station Phase II through 2028 and does not reflect a change in our underlying development plan.

Based on current conditions, we be lieve our capital resources are sufficient to meet our financial obligations and fund our planned development activities.

A s a company with significant development activities transitioning toward commercial operations, we continue to rely on external financing to fund our operations and growth initiatives.

During 2024 and 2025, Cape Generating Station 3 LLC and Cape Generating Station 5 LLC, two of our wholly owned subsidiaries, issued three promissory notes under the XRC Facility.

As of March 31, 2026, the XRC Facility consisted of three tranches totaling $145.6 million in commitments, all of which were fully drawn.

The XRC Facility included customary restrictive covenants, including limitations on indebtedness, liens, restricted payments, and certain corporate actions.

On April 14, 2026, we repaid all outstanding borrowings under the XRC Facility, and the facility was terminated.

See Note 17 – Subsequent Events in the notes to condensed consolidated financial statements for further discussion.

On April 14, 2026, we repaid all outstanding borrowings under the XRC Facility using proceeds from the Project Granite Facility, and the facility was terminated.

See Note 3 – Debt and Off-Balance Sheet Arrangements in the notes to condensed consolidated financial statements for further discussion.

Mercuria Credit Facility and Letter of Credit Facility

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In May 2025, the Mercuria Credit Facility was amended to increase the term loan from $40.0 million to $100.0 million.

As of March 31, 2026, Fervo HoldCo LLC had drawn $30.0 million under the Mercuria Credit Facility and $35.5 million under the Mercuria Letter of Credit Facility.

As of June 30, 2026, Fervo HoldCo LLC had drawn $30.0 million under the Mercuria Credit Facility and $43.6 million under the Mercuria Letter of Credit Facility.

The Mercuria Credit Facility matures on November 20, 2027, while the Mercuria Letter of Credit Facility matures on the earlier of November 20, 2027 or upon acceleration of its obligations due to an event of default.

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The Mercuria Credit Facility also restricts the ability of the borrower subsidiary to make cash distributions to the parent company.

As of March 31, 2026, we were in compliance with all restrictive and financial covenants.

As of June 30, 2026, we were in compliance with all restrictive and financial covenants.

Project Granite Facility

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The facility provides for aggregate commitments of approximately $421.4 million, consisting of (i) a construction loan facility, (ii) a tax credit transfer bridge loan facility, (iii) multiple letter of credit facilities, and (iv) a term loan facility that will refinance the construction loans upon satisfaction of specified conversion conditions.

As of March 31, 2026, the Borrowers had $14.2 million outstanding under the construction loan.

As of June 30, 2026, the Borrowers had $212.3 million outstanding under the construction loan and tax credit transfer bridge loan facility and $17.9 million outstanding under the Project Granite Letter of Credit Facility.

The proceeds financed third-party debt issuance costs, agency fees and upfront lender fees incurred upon execution of the Granite Credit Agreement.

As of June 30, 2026, we had access to undrawn borrowing capacity of $157.8 million, consisting of the construction loan facility and a tax credit transfer bridge loan facility and $33.4 million under our Project Granite Letter of Credit Facility.

The Project Granite Facility contains customary covenants and includes a project-level cash management structure under which project revenues are applied in accordance with a specified priority of payments.

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We have significant NOLs that may provide future offset to taxable income during the applicable carryover periods.

As of March 31, 2026, we had approximately $95.9 million of net operating loss carryforwards for federal tax purposes, all of which are indefinitely lived.

As of June 30, 2026, we had approximately $124.0 million of net operating loss carryforwards for federal tax purposes, all of which are indefinitely lived.

We continue to assess whether the deferred tax assets are likely to be realized based on future taxable income and the reversal of deferred tax liabilities.

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The following table summarizes our cash flow activities:

Three Months Ended March 31,

Six Months Ended June 30,

(Dollars in thousands) 2026 2025

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Financing activities 2,092,586 102,465

Net decrease in cash, cash equivalents and restricted cash (181,060) (82,194)

Net increase (decrease) in cash, cash equivalents and restricted cash 1,649,535 (104,682)

Ending cash, cash equivalents and restricted cash $ 2,117,371 $ 94,746

Net Cash Used in Operating Activities

Net cash used in operating activities increased by $26.1 million for the three months ended March 31, 2026 compared to the prior year period, primarily driven by a higher net loss, partially reduced by higher non-cash net expense and favorable working capital timing.

Net loss, excluding non-cash activities, was $10.8 million for the three months ended March 31, 2026 compared to $7.9 million in the prior year period, which contributed to a $2.9 million increase in cash used in operating activities.

Such increase reflects higher underlying cash operating expenses, including employee-related costs and other operating expenditures, as described in the “ Management ’ s Disc ussion and Analysis of Financial Condition and Results of Operations - Results of Operations” section above.

Changes in operating assets and liabilities provided $1.8 million of cash in the current period compared to $24.9 million in the prior year period, representing a $23.1 million decrease.

Net cash used in operating activities increased by $50.0 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by a higher net loss, partially reduced by higher non-cash items during the period.

Net loss, excluding non-cash activities, was $26.0 million for the six months ended June 30, 2026 compared to $17.0 million in the prior year period, which contributed to a $9.0 million increase in cash used in operating

Such increase reflects higher underlying cash operating expenses, including employee-related costs and other operating expenditures, as described in the “ Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations” section above.

Changes in operating assets and liabilities used $17.8 million of cash in the current period compared to $23.3 million cash provided in the prior year period, representing a $41.1 million decrease.

This decrease was primarily driven by lower inflows from deposits of $15.3 million, reflecting fewer releases and increased funding of performance bond deposits, as well as higher cash outflows from prepaid expenses and other of $24.7 million and net changes in grant receivables and other assets and liabilities of $9.6 million, primarily due to timing of vendor payments and operating cost disbursements.

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Net Cash Used in Investing Activities

Cash used in investing activities during the three months ended March 31, 2026 and three months ended March 31, 2025 related entirely to capital expenditures, which increased by $67.4 million during the three months ended March 31, 2026 compared to the prior year period.

Cash used in investing activities during the six months ended June 30, 2026 and the six months ended June 30, 2025 related entirely to capital expenditures, which increased by $185.9 million during the six months ended June 30, 2026 compared to the prior year period.

This increase reflects accelerated project development activities as we advanced GeoBlocks toward construction and operation.

Capital expenditures during the three months ended March 31, 2026 were driven primarily by construction activities at Cape Station, including the drilling and completion of production and injection wells, development of surface facilities, and construction of related infrastructure necessary to support future commercial power generation.

Of our total capital expenditures during the three months ended March 31, 2026, the majority of spending was non‑discretionary, necessary to advance GeoBlocks already under development.

Capital expenditures during the six months ended June 30, 2026 were driven primarily by construction activities at Cape Station, including the drilling and completion of production and injection wells, development of surface facilities, and construction of related infrastructure necessary to support future commercial power generation.

Of our total capital expenditures during the six months ended June 30, 2026, the majority of spending was non‑discretionary, necessary to advance GeoBlocks already under development.

They consisted of costs required to complete in‑process GeoBlocks, satisfy regulatory and safety requirements, and meet contractual milestones.

Net Cash Provided by Financing Activities

Net cash provided by financing activities decreased by $5.4 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Net cash provided by financing activities during the three months ended March 31, 2026 was attributable to $0.8 million of proceeds from the issuance of common stock.

We also received $14.2 million of proceeds from the Project Granite Facility that were entirely offset by third-party debt issuance costs, agency fees and upfront lender fees.

For the three months ended March 31, 2025, net cash provided by financing activities primarily reflected proceeds from equity and debt financings completed during the year, including $8.0 million of net proceeds from the XRC Facility and $0.1 million of proceeds from the issuance of common stock.

Net cash provided by financing activities increased by $2.0 billion during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Net cash provided by financing activities during the six months ended June 30, 2026 was primarily attributable to $2.0 billion of proceeds from our IPO.

We also received $212.3 million of proceeds from the Project Granite Facility that were partially offset by $20.9 million of third-party debt issuance costs and $152.1 million repayment of long-term debt.

In addition, we received $18.7 million of cash proceeds from the exercise of warrants and $1.2 million of proceeds from the issuance of common stock.

For the six months ended June 30, 2025, net cash provided by financing activities primarily reflected proceeds from equity and debt financings completed during the year, including $81.2 million of proceeds from subsidiary stock, net of issuance costs, $23.0 million of net proceeds from the XRC Facility and Mercuria, and $0.2 million of proceeds from the issuance of common stock.

These financing inflows were partially offset by $2.0 million of cash used for the repurchase of treasury stock during the period.

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We have entered into commitments with suppliers for materials and services to support the development and construction of our geothermal projects.

As of March 31, 2026, we had total supplier contractual commitments of $496.3 million, the majority of which relates to our Cape Station Phase I and Cape

Station Phase II facilities.

As of June 30, 2026, we had total supplier contractual commitments of $488.3 million, the majority of which relates to our Cape Station Phase I and Cape Station Phase II facilities.

See Note 3 – Debt and Off-Balance Sheet Arrangements, Note 8 – Leases and Note 19 – Commitments and Contingencies of the notes to the condensed consolidated financial statements, for further information on our commitments.

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Off-Balance Sheet Arrangements

In addition to the Mercuria Letter of Credit Facility described above, we maintain surety bond arrangements to support our contractual obligations under PPAs, land development agreements, and construction contracts.

As of March 31, 2026, we had $59.8 million in outstanding surety bonds.

In addition to the Mercuria Letter of Credit Facility and Granite Letter of Credit Facility described above, we maintain surety bond arrangements to support our contractual obligations under PPAs, land development agreements, and construction contracts.

As of June 30, 2026, we had $64.8 million in outstanding surety bonds.

We expect our surety bond requirements to increase as we continue to develop our geothermal projects and enter into additional commercial agreements.

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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 2. Management’s Discussion and Analysis