What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-08-13 compared with 2026-06-23 · 88 added, 77 removed, 1137 unchanged (13% of the section changed)

7 unchanged sentences

The capital expenditures we expect to incur as we complete the development of our future projects will be significant, including wellfield drilling and completions for EGS reservoirs and procurement of binary, air-cooled ORC power plants.

Our standardized modular approach contemplates deployment across GeoClusters via 50-megawatt GeoBlocks, and our estimate of capital expenditures to construct a single GeoBlock was approximately $7,000/kW as of March 31, 2026, inclusive of wellfield, surface facilities and plant equipment.

We currently estimate capital expenditures of approximately $1.2 billion over the next twelve months, of which approximately $1.1 billion relates to our Cape Station Phase I and Phase II facilities.

Our standardized modular approach contemplates deployment across GeoClusters via 50-megawatt GeoBlocks, and our estimate of capital expenditures to construct a single GeoBlock was approximately $7,000/kW as of June 30, 2026, inclusive of wellfield, surface facilities and plant equipment.

As of June 30, 2026, we currently estimate capital expenditures of approximately $850.0 million to $900.0 million for the remainder of 2026, a majority of which relates to our facilities at Cape Station.

Although we currently hold certain federal approvals that have already undergone National Environmental Policy Act (“NEPA”) review covering approximately 2 gigawatts of capacity potential, a portion of these capital expenditures (including exploration, geophysical surveys, test and delineation wells, stimulation, and other reservoir development activities) must be incurred before we obtain, or can finalize, certain material permits, land use authorizations, and approvals that are outside the scope of NEPA review, including site‑specific well permits (e.g., drilling, injection and production well permits), water rights and related authorizations, and state and local permits and approvals (such as land use, building, grading, cultural and environmental, and air and noise permits).

As of the date of this filing, 79 out of 80 permits of the governmental permits and approvals necessary to commence commercial operations at Cape Station Phase I have been received, and the single remaining necessary permit is in process.

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

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, and the single remaining necessary permit is 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.

Of those in-process approvals and permits, all are individual, administrative geothermal well permits or administrative county permits, and we do not currently expect any material delays, conditions or denials with respect to any of these pending permits.

3 unchanged sentences

Additional capital may not be available in the amounts required, or on favorable terms.

In addition, if any adverse findings are discovered at any stage during the course of our

development of our projects that would render part of, or all of, them to be unsuitable or we discover flaws that may decrease the value of our project sites as collateral for purposes of any financing, then we may not be able to obtain the financing necessary to construct our projects on favorable terms, or at all.

In addition, if any adverse findings are discovered at any stage during the course of our development of our projects that would render part of, or all of, them to be unsuitable or we discover flaws that may

decrease the value of our project sites as collateral for purposes of any financing, then we may not be able to obtain the financing necessary to construct our projects on favorable terms, or at all.

Moreover, because certain debt and tax equity providers condition funding on receipt of key permits and approvals, including federal permits and approvals and applicable state and local permits and approvals, we may be required to finance pre‑permit subsurface work with corporate equity or other more expensive capital, increasing our liquidity risk and overall cost of capital even where federal approvals that underwent NEPA review are in place.

37 unchanged sentences

We depend on transmission facilities owned and operated by others to deliver the power we sell from our power plants to our customers.

If transmission is disrupted, or if the transmission capacity infrastructure is inadequate, or if there is a failure that requires long shutdown for repair, or if curtailment is required due to load system inefficiency, our ability to sell and deliver power to our customers may be adversely impacted and we may either incur additional costs or forego revenues.

For example, if a transmission provider curtails our facility or recalls our transmission rights, we could experience prolonged or repeated outages, face liquidated damages or termination under our PPAs,

face damages under tax credit sales agreements, and face potential defaults under financing arrangements.

If transmission is disrupted, or if the transmission capacity infrastructure is inadequate, or if there is a failure that requires a long shutdown for repair, or if curtailment is required due to load system inefficiency, our ability to sell and deliver power to our customers may be adversely impacted and we may either incur additional costs or forego revenues.

For example, if a transmission provider curtails our facility or recalls our transmission rights, we could experience prolonged or repeated outages, face liquidated damages or termination

under our PPAs, face damages under tax credit sales agreements, and face potential defaults under financing arrangements.

In addition, lack of access to new transmission capacity may affect our ability to develop new projects.

8 unchanged sentences

Prior to February 2017, we conducted no business operations and we recorded no revenue or expenses.

During the three months ended March 31, 2026 and 2025, we reported net losses of $31.8 million and $9.1 million, respectively.

During the three and six months ended June 30, 2026, we reported net losses of $55.9 million and $87.7 million, respectively.

During the three and six months ended June 30, 2025, we reported net losses of $11.4 million and $20.6 million, respectively.

Our activities to date have included organizational efforts related to the development and construction of our projects and related assets, including but not limited to:

14 unchanged sentences

sales of power pursuant to our PPAs;

increasing competition;

credit market volatility;

28 unchanged sentences

• continued availability of water supply or costs associated with procurement;

similar occurrences affecting our power plants or any of the power purchases or other third parties providing services to our power plants;

• catastrophic events such as fires, explosions, earthquakes, volcanic activity, landslides, floods, severe weather storms, or other weather events (including weather conditions associated with climate change) or similar occurrences affecting our power plants or any of the power purchases or other third parties providing services to our power plants;

• availability of supporting infrastructure, such as roads and other civil infrastructure;

15 unchanged sentences

Our ability to generate sales of electricity following COD at each of our projects depends on our ability to successfully commence and maintain production under our PPAs.

We expect to begin delivering first power from our 500-megawatt Cape Station project by late 2026, and to reach approximately 100 megawatts of operating capacity by early 2027.

We expect to begin delivering first power from our 500-megawatt Cape Station project in the fourth quarter of 2026, and to reach approximately 100 megawatts of operating capacity in the first quarter of 2027.

However, there is no guarantee that we will achieve such CODs within those timeframes or at all.

We may fail to receive the required approvals and permits from governmental and regulatory agencies for our projects.

As a result, there can be no assurance as to when we will commence deliveries under our PPAs, and therefore when, if at all, we will commence generating revenues and operating cash flows from our PPAs.

If we do not commence operations under our PPA on Cape Station Phase I (Unit 1) by October 1, 2026, Cape Station Phase I

(Units 2-3) by January 1, 2027, and Cape Station Phase II by June 1, 2028, we will incur liquidated damages under the provisions of the applicable PPA.

As a result, there can be no assurance as to when we will commence deliveries

under our PPAs, and therefore when, if at all, we will commence generating revenues and operating cash flows from our PPAs.

If we do not commence operations under our PPA on Cape Station Phase I (Unit 1), Cape Station Phase I (Units 2-3), and Cape Station Phase II by the COD under the applicable PPA, we will incur liquidated damages under the provisions of the applicable PPA.

If we do not commence operations within six months of the applicable PPA COD deadline, our counterparty has the right to terminate the contract.

19 unchanged sentences

If we are unable to secure replacements for such critical components, or if the timing of Phase II of Cape Station is impacted by the delay of such critical components such that we are unable to deliver power within the timeframe contemplated by the applicable PPA, our business may be materially and adversely impacted.

For more information, please read “Risk Factors—Our customers or we may terminate our PPAs if certain conditions are not met or for other reasons.” Disruptions in manufacturing, transportation, or global trade—whether due to natural disasters, geopolitical tensions, global trade wars, tariffs, labor strikes, or pandemics—could delay the delivery of these components, impacting our ability to complete projects, including Phase II of Cape Station, as planned and meet contractual obligations.

components, impacting our ability to complete projects, including Phase II of Cape Station, as planned and meet contractual obligations.

Transformers and related grid equipment are critical for interconnecting our GeoBlocks.

18 unchanged sentences

Moreover, there can be no assurance that we will be able to enter into replacement agreements on favorable terms or at all.

As of March 31, 2026, substantially all of our GeoBlocks under construction were located in Utah.

As of June 30, 2026, substantially all of our GeoBlocks under construction were located in Utah.

We also intend to expand our operations into Nevada in the long term.

3 unchanged sentences

We are exposed to the credit and financial condition of our offtakers.

We have two long-term PPAs relating to Cape Station Phase I, and two long-term PPAs relating to Cape Station Phase II.

We currently have [two] long-term PPAs related to Cape Station.

Because our contracts are long-term, we may be adversely affected if the credit quality of any of these customers were to decline or if their respective financial conditions were to deteriorate or if they are otherwise unable to perform their obligations under our long-term contracts.

While we have executed binding offtake agreements with credit-worthy counterparties in certain cases, long-term exposure to a concentrated offtaker base remains a risk.

While we have executed binding

offtake agreements with credit-worthy counterparties in certain cases, long-term exposure to a concentrated offtaker base remains a risk.

We are a holding company and our cash depends substantially on the performance of our subsidiaries and the power plants they operate, most of which are subject to restrictions and taxation on dividends and distributions.

136 unchanged sentences

These contracts were executed at attractive prices, representing approximately $7.2 billion in potential revenue backlog.

Backlog is calculated using expected energy output, as defined in each PPA, over the entire term of each PPA and reflects contracted pricing (including any escalators or indexation) and full counterparty performance, taking credit for all 658 megawatts of executed PPAs as of March 31, 2026.

We are actively engaging energy buyers for additional capacity, which is not included in backlog.

11 unchanged sentences

Our failure to meet these milestones and other criteria, including minimum quantities, may result in price concessions and may result in the termination of our PPAs, in which case we would lose any future cash flow from the relevant project and may be required to pay fees and penalties to our counterparty.

Specifically, with respect to project completion risk, if we do not commence operations under our PPA on Cape Station Phase I (Unit 1) by October 1, 2026, Cape Station Phase I (Units 2-3) by January 1, 2027, and Cape Station Phase II by June 1, 2028, we will incur liquidated damages under the provisions of the applicable PPA.

Specifically, with respect to project completion risk, if we do not commence operations under our PPA on Cape Station Phase I (Unit 1), Cape Station Phase I (Units 2-3) and Cape Station Phase II by the COD under the applicable PPA, we will incur liquidated damages under the provisions of the applicable PPA.

If we do not commence operations within six months of the applicable PPA COD deadline, our counterparty has the right to terminate the contract.

28 unchanged sentences

Certain contracts in our portfolio will be subject to re-contracting in the future.

For example, the average remaining term of our existing PPAs was approximately 15 years as of March 31, 2026.

For example, the average remaining term of our existing PPAs was approximately 15 years as of June 30, 2026.

If prices in our market change at the time of such re-contracting, it may impact our ability to re-negotiate or replace these contracts on terms that are acceptable to us, or at all.

10 unchanged sentences

We do not own the land on which the projects in our portfolio are located and they generally are, and our future projects may be, located on land occupied under long-term easements, leases and rights-of-way.

As of March 31, 2026, approximately 66.0% of our acreage was located on land owned by the United States federal government,

As of June 30, 2026, approximately 63.3% of our acreage was located on land owned by the United States federal government,

5.7% was located on state lands, and 31.0% was located on privately-owned land.

As of March 31, 2026, our easements, leases and rights-of-way had a weighted average remaining term of approximately 7 years with scheduled expirations of approximately 6.0% in years 2026 to 2028, 55.0% in years 2029 to 2031, and 39.0% thereafter, in each case excluding any unexercised renewal options.

As of June 30, 2026, our easements, leases and rights-of-way had a weighted average remaining term of approximately 7 years with scheduled expirations of approximately 6.0% in years 2026 to 2028, 55.0% in years 2029 to 2031, and 39.0% thereafter, in each case excluding any unexercised renewal options.

A majority of our leases are issued by the BLM and include renewal options exercisable at our discretion.

4 unchanged sentences

As a result, some of our projects’ rights under such easements, leases or rights-of-way may be subject to the rights of these third parties.

While we perform title searches, record our interests in the real property records of the projects’ localities and enter into non-disturbance agreements to protect ourself against these risks, such measures may be inadequate to protect against all risk that our rights to use the land on which our projects are or will be located and our projects’ rights to such easements, leases and rights-of-way could be lost or curtailed.

While we perform title searches, record our interests in the real property records of the projects’ localities and enter into non-disturbance agreements to protect ourselves against these risks, such measures may be inadequate to protect against all risk that our rights to use the land on which our projects are or will be located and our projects’ rights to such easements, leases and rights-of-way could be lost or curtailed.

Additionally, our operations located on properties owned by others are subject to termination for violation of the terms and conditions of the various easements, leases or rights-of-way under which such operations are conducted.

5 unchanged sentences

Our exposure to these risks is heightened because a portion of our contracted revenue backlog is tied to utility counterparties whose PPAs depend on the continued operation of projects located on such lands.

As of March 31, 2026, we had PPAs with several utilities, representing approximately $5.7 billion of our approximately $7.2 billion contracted backlog revenue.

As of June 30, 2026, we had PPAs with several utilities, representing approximately $5.7 billion of our approximately $7.2 billion contracted backlog revenue.

Any loss or curtailment of our rights to use project lands as a result of any lienholders or land rights holders with superior rights, or any BLM suspension of federal rights-of-way grants, could therefore result in delays, penalties, or defaults under such PPAs and materially reduce our expected backlog realization.

3 unchanged sentences

Our ability to secure additional geothermal lease rights at reasonable cost is uncertain and could constrain our growth and increase our development costs.

As of March 31, 2026, we held approximately 610,000 acres of geothermal leasehold interests across seven jurisdictions, including California, Colorado, Idaho, Nevada, New Mexico, Utah, and Washington, consisting of approximately 65.6% federal leases and approximately 34.4% state or private leases, and a majority of our leases have a 10-year initial term, and in most cases, extension options.

As of June 30, 2026, we held approximately 630,000 acres of geothermal leasehold interests across seven jurisdictions, including California, Colorado, Idaho, Nevada, New Mexico, Utah, and Washington, consisting of approximately 63.3% federal leases and approximately 36.7% state or private leases, and a majority of our leases have a 10-year initial term, and in most cases, extension options.

Our growth strategy depends on our ability to add to this lease position on acceptable terms.

155 unchanged sentences

The heightened demand for reliable, large-scale generation has allowed us to pursue long-term contracts and investments in generation and transmission infrastructure to support the evolving needs of technology customers.

However, there is no assurance that these forecasts of load growth will be accurate or that the anticipated load growth will occur as projected.

However, data center development has faced increasing public scrutiny and community opposition, including in states where we plan to develop projects, based on concerns about electricity rates, infrastructure costs, land use, grid strain and water consumption.

In response, governmental authorities, utility regulators, and interest groups have proposed or adopted measures affecting data center development and energy procurement.

These include siting restrictions or moratoria, specialized tariffs for large loads, ratepayer protection and cost-allocation requirements, and changes in the treatment of co-located or behind-the-meter arrangements.

Additionally, there is no assurance that these forecasts of load growth will be accurate or that the anticipated load growth will occur as projected.

Factors such as evolving technology, improvements in energy efficiency, changes in economic conditions, shifts in government policy or regulation, community opposition to data center development, and project delays or cancellations by significant expected offtakers (including data center facilities) could reduce or slow demand for electricity relative to current expectations.

7 unchanged sentences

Unlike conventional generators that procure external fuel, our “fuel” is the heat extracted from reservoirs where permeability has been enhanced through stimulation.

If reservoir performance does not meet expectations or declines faster than anticipated, whether due to subsurface heterogeneity, thermal drawdown, hydraulic connectivity, mineral scaling, or operational imbalances, available heat may be insufficient to support targeted output or availability.

availability.

In such cases, we may be required to incur additional capital to drill new wells or laterals, remediate wells, or modify plant operations, and we could be unable to meet fixed minimum performance or availability standards under certain PPAs.

Any resulting shortfalls, damages, capacity de‑rates, or termination rights could materially and adversely affect our business, financial condition, results of operations and cash flows.

As of March 31, 2026, we had supplier contractual commitments of $496.3 million, which primarily relate to our Cape Station Phase I and Cape Station Phase II facilities.

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

Successful commercialization of new, or further enhancements to existing, alternative carbon‑free energy generation technologies may prove to be more cost‑effective or appealing to the global energy markets and therefore may adversely affect the market demand for our energy.

48 unchanged sentences

or (vi) state or corporate decarbonization targets are reduced or delayed due to affordability concerns, our customers may favor other generation sources over geothermal.

Any of these developments could reduce demand for our projects, impair our ability to secure or maintain PPAs on acceptable terms, or otherwise adversely affect our business, financial condition, and results of operations.

Any of these developments could reduce demand for our projects, impair our

ability to secure or maintain PPAs on acceptable terms, or otherwise adversely affect our business, financial condition, and results of operations.

Intense competition from other renewable energy sources could limit our growth and profitability.

1 unchanged sentence

Advances in these technologies, declining costs, or superior access to capital and supply chain could reduce demand for EGS.

To remain competitive, we must continue to improve unit economics through EGS learning curves, deeper and longer laterals that access higher‑temperature rock, and standardized 50-megawatt ORC deployments with reliable

turbine suppliers.

Failure to demonstrate a compelling cost and deliverability profile relative to competing baseload or hybrid solutions could erode our market position and margins.

19 unchanged sentences

Some of our geothermal power plants have been financed using leveraged financing structures, consisting of non-recourse or limited recourse debt obligations.

Each of our projects under development or construction and those projects and businesses we may seek to acquire or construct will require substantial capital investment, including to construct and place in service our standardized 50-megawatt ORC GeoBlocks within large GeoClusters such as Cape Station.

Each of our projects under development or construction and those

projects and businesses we may seek to acquire or construct will require substantial capital investment, including to construct and place in service our standardized 50-megawatt ORC GeoBlocks within large GeoClusters such as Cape Station.

Our continued access to capital on acceptable or favorable terms to us is necessary for the success of our growth strategy, particularly in enhancing our portfolio through M&A activities and executing binding PPAs with investment-grade utilities and hyperscalers.

14 unchanged sentences

Our debt obligations may adversely affect our ability to raise additional capital and will be a burden on our future cash resources, particularly if we elect to settle these obligations in cash upon conversion or upon maturity or required repurchase.

As of March 31, 2026, we had $189.8 million in aggregate principal amount outstanding under our XRC Facility, Mercuria Credit Facility, and Project Granite Facility.

As of June 30, 2026, we had $242.3 million in aggregate principal amount outstanding under our Mercuria Credit Facility and Project Granite Facility.

On April 14, 2026, we used the proceeds from the new Project Granite Facility to repay the XRC Facility.

6 unchanged sentences

We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

As a result, we may be more vulnerable to economic downturns, less able to withstand competitive pressures and less flexible in responding to changing business and economic conditions.

As a result, we may be more vulnerable to economic downturns, less able to withstand competitive pressures and less

flexible in responding to changing business and economic conditions.

In addition, delays in GeoBlock deployment, interconnection, or permitting within a GeoCluster could affect project-level cash flows and covenant compliance.

22 unchanged sentences

We have entered into agreements related to preferred and junior preferred equity investments by Catalyst and Centaurus in Cape Station Phase I and are also pursuing further preferred equity and related financing arrangements at the project level for other future projects, including Cape Station Phase II.

We expect Cape Station Phase II to cumulatively require approximately $2.2 billion in capital expenditures through 2028, and that we will seek to raise

a significant portion of that amount in the form of project-level debt financing.

We expect Cape Station Phase II to cumulatively require approximately $2.2 billion in capital expenditures through 2028, and that we will seek to raise a significant portion of that amount in the form of project-level debt financing.

The availability of project-level financing for certain of our projects, including Cape Station Phase II, is dependent on our ability to demonstrate firm deliverability under existing offtake arrangements.

22 unchanged sentences

The application of law and guidance regarding ITC and PTC eligibility to the facts of particular renewable energy projects is subject to a number of uncertainties.

Internal Revenue Service (“IRS”), Department of Treasury and Congress may modify existing guidance, regulations or laws with respect to the application of the IRA,

specifically to address amendments made to the ITCs and PTCs under the OBBB.

Internal Revenue Service (“IRS”), Department of Treasury and Congress may modify existing guidance, regulations or laws with respect to the application of the IRA, specifically to address amendments made to the ITCs and PTCs under the OBBB.

It is possible that future changes may have a retroactive effect.

69 unchanged sentences

Broader or higher tariffs affecting allied‑country suppliers or critical subcomponents, or the removal of exemptions, could elevate our exposure above current levels.

We mitigate tariff risk through diversified sourcing from allied jurisdictions, multi‑year procurement frameworks for ORC and balance‑of‑plant equipment, and a modular development approach that provides scheduling flexibility.

Notwithstanding these measures, adverse changes in trade policy or market conditions could still negatively affect our operating results, cash flows, and overall financial performance.

Adverse changes in trade policy or market conditions could still negatively affect our operating results, cash flows, and overall financial performance.

Our financial performance could be adversely affected by changes in the legal and regulatory environment affecting our operations.

5 unchanged sentences

Developing geothermal projects requires approvals from federal, state, and local authorities, often with extensive environmental review and public consultation.

Even with recent policy tailwinds—such as continued federal tax credits for geothermal and certain streamlining measures—permitting timelines remain uncertain and subject to change.

Even with recent policy tailwinds—such as continued

federal tax credits for geothermal and certain streamlining measures—permitting timelines remain uncertain and subject to change.

For instance, in Nevada, there is no streamlined permitting regime for obtaining a single Underground Injection Control (“UIC”) permit for an entire geothermal project.

6 unchanged sentences

Our ability to execute our business strategy and achieve our growth objectives depends on our capacity to navigate these complex regulatory environments and secure timely approvals for our projects.

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

Developing the full capacity we anticipate at Cape Station may require federal environmental reviews and approvals beyond those we have already obtained.

Those approvals are based on assumptions regarding the amount and location of surface disturbance associated with well pads, roads, pipelines, power plants, interconnection facilities and the spacing of our GeoBlocks.

These assumptions depend on project design, drilling methods and subsurface conditions and may change as development progresses.

If the surface disturbance required for development exceeds that contemplated by our existing approvals, we may be required to amend those approvals, complete supplemental environmental review or obtain additional permits or other governmental approvals.

The timeline to obtain such amendments or additional approvals is uncertain.

We may not obtain any required amendments or additional approvals on our anticipated timeline, on acceptable terms or at all, and applicable government agencies may impose additional mitigation measures, operating restrictions or project design changes.

Any resulting delays, conditions or denials could increase costs, delay construction, reduce the capacity we are able to develop or require changes to our development plans, any of which could materially and adversely affect our business, financial condition and results of operations.

We could be negatively impacted by uncertain potential regulatory and other responses to climate change.

10 unchanged sentences

Similarly, any such changes that affect the geothermal energy industry in a manner that is different from other sources of renewable energy, such as wind or solar, may put us at a competitive disadvantage compared to businesses engaged in the development, construction and operation of renewable power projects using such other resources.

In addition, although we may have the legal ability to monetize ITCs and PTCs, our ability to do so is

subject to market prices and demand, which may be lower than we anticipate.

In addition, although we may have the legal ability to monetize ITCs and PTCs, our ability to do so is subject to market prices and demand, which may be lower than we anticipate.

Any of the foregoing outcomes could have a material adverse effect on our business, financial condition, future results, and cash flows.

11 unchanged sentences

Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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

The North American Electric Reliability Corporation (“NERC”), under the direction of the FERC, has implemented mandatory NERC Operations and Planning and Critical Infrastructure Protection standards to ensure the reliability of the North American Bulk Electric System, which encompasses electric transmission and generation systems to prevent major system blackouts.

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

systems to prevent major system blackouts.

NERC Critical Infrastructure Protection standards establish cybersecurity and physical security protections for critical systems and facilities.

4 unchanged sentences

Our financial performance may be affected by tax law changes that alter credit monetization, depreciation regimes, loss utilization, or cross‑border tax rules that intersect with our supply chain.

Uncertainty around future

statutory changes or guidance can complicate capital formation for standardized GeoBlocks, reduce after‑tax returns, and affect the timing and structure of our project financings.

Uncertainty around future statutory changes or guidance can complicate capital formation for standardized GeoBlocks, reduce after‑tax returns, and affect the timing and structure of our project financings.

The cost of compliance with environmental laws and our ability to obtain and maintain environmental permits and governmental approvals required for operations may result in liabilities, costs, and delays that could materially and adversely affect our business.

14 unchanged sentences

If any of the hazardous substances we use in the course of operations are found to have been released into the environment in violation of, or noncompliance with, applicable environmental laws, we could become liable for the investigation and remediation of those hazardous substances, regardless of their source and time of release.

For example, equipment failure or extreme weather could result in spills or unauthorized discharges of hazardous substances to soil, surface water, or groundwater.

For example, equipment failure or

extreme weather could result in spills or unauthorized discharges of hazardous substances to soil, surface water, or groundwater.

Failure to comply with environmental laws, including those governing hazardous substances, could subject us to civil or criminal liability, the imposition of liens or fines, interruption of drilling or power production, delay in project schedules, costly design or operational modifications, or cessation of operations.

24 unchanged sentences

Changes to environmental regulations governing well drilling, hydraulic fracturing, water sourcing and disposal, and subsurface injection could restrict operations or increase costs.

Federal and state agencies could revise permitting standards (including under NEPA/CEQA, the Clean Water Act, and Safe Drinking Water Act underground injection control programs), impose additional baseline or ongoing monitoring, limit produced‑water reinjection volumes or chemistry, tighten water‑rights or groundwater allocations, or require alternative disposal pathways.

monitoring, limit produced‑water reinjection volumes or chemistry, tighten water‑rights or groundwater allocations, or require alternative disposal pathways.

Such changes could delay or prevent drilling, require redesign of engineered reservoirs or operations, increase operating and compliance costs, or constrain output.

2 unchanged sentences

In particular, reservoir stimulation techniques, including certain hydraulic fracturing practices, are used in parts of the geothermal industry to enhance permeability and improve the productivity of geothermal reservoirs.

activities can involve the injection of water and other additives under pressure into targeted subsurface formations to increase fracture connectivity and facilitate heat extraction.

These activities can involve the injection of water and other additives under pressure into targeted subsurface formations to increase fracture connectivity and facilitate heat extraction.

We may use such stimulation techniques in connection with our EGS operations.

19 unchanged sentences

Such proceedings also may result in substantial cost and require significant time from our management, even if the eventual outcome is favorable to us.

Our competitors or other third parties may also be able to circumvent our patents by developing similar or alternative technologies in a non-infringing manner.

Our competitors or other third parties may also be able to circumvent our patents by developing similar or alternative technologies in a

non-infringing manner.

Consequently, we cannot guarantee that our technology will be protectable or remain protected by valid and enforceable patents.

24 unchanged sentences

The direct and indirect costs of addressing these actual and threatened disputes may have an adverse effect on our operations, reputation, and financial performance.

In addition, some of our agreements with third parties require us to indemnify them for certain intellectual property claims against them, which could require us to incur considerable costs in defending such claims, and may

require us to pay significant damages in the event of an adverse ruling.

Such third-party partners may also discontinue their relationships with us as a result of injunctions or otherwise, which could result in loss of revenue and adversely impact our business operations.

18 unchanged sentences

These requirements are even more robust under the California Privacy Rights Act (the “CPRA”) which amends the CCPA to, among other things, extend consumer rights and business obligations to employees.

These cybersecurity, data protection and privacy law regimes continue to evolve and may result in ever-increasing public scrutiny and escalating levels of capital expenditures, regulatory enforcement, sanctions and fines and increased costs for

We have instituted security measures and safeguards to protect our operational systems and information technology assets, including certain safeguards required by FERC.

37 unchanged sentences

If our employees decide to form or affiliate with a union, we cannot predict the effects such future organizational activities would have on our business and operations.

If we were to become subject to work stoppages or other labor disputes, we could experience disruption in our operations, including delays in manufacturing and operations, and increases in our labor costs could harm our business, results of operations, and financial condition.

If we were to become subject to work stoppages or other labor disputes, we could experience disruption in our

operations, including delays in manufacturing and operations, and increases in our labor costs could harm our business, results of operations, and financial condition.

In addition, we could face a variety of employee or employee-related claims against us, including but not limited to discrimination, privacy, wage and hour, labor and employment, Employee Retirement Income Security Act, occupational safety and health, and disability claims.

22 unchanged sentences

Because of the forty-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively continue to control a significant percentage of the combined voting power of our common stock and therefore are able to control all matters submitted to our stockholders for approval.

Our Co-Founders hold all of the issued and outstanding shares of our Class B common stock and, accordingly, beneficially own approximately 2.7% of our outstanding capital stock and control approximately 52.1% of the voting power of our outstanding capital stock.

Assuming all outstanding stock options held by the Co-Founders that are vested or will vest within 60 days of April 30, 2026 vest and are exercised, the Co-Founders would control approximately 61.1% of the combined voting power of our outstanding capital stock.

Our Co-Founders hold all of the

issued and outstanding shares of our Class B common stock and, accordingly, beneficially own approximately 2.6% of our outstanding capital stock and control approximately 52.0% of the voting power of our outstanding capital stock.

Assuming all outstanding stock options held by the Co-Founders that are exercisable on or before December 31, 2026 are exercised (2,792,155 shares), the Co-Founders would control approximately 59.6% of the combined voting power of our outstanding capital stock.

As a result, our Co-Founders will have the ability to exercise control over our affairs, including control over the outcome of all matters submitted to our stockholders for approval, including the election of directors and significant corporate transactions.

1 unchanged sentence

Our Co-Founders may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.

For example, our Co-Founders may have a different tax position or other differing incentives from other stockholders

that could influence their decisions regarding whether and when to cause us to dispose of assets, incur new or refinance existing indebtedness or take other actions.

For example, our Co-Founders may have a different tax position or other differing incentives from other stockholders that could influence their decisions regarding whether and when to cause us to dispose of assets, incur new or refinance existing indebtedness or take other actions.

Additionally, our Co-Founders may cause us to make strategic decisions or pursue acquisitions that could involve risks to you or may not be aligned with your interests.

23 unchanged sentences

The perception that such sales may occur, the actual occurrence of such sales (including pursuant to any lock-up releases, permitted transfers or resales by affiliates), or the availability of these securities for sale could materially and adversely affect the market price and trading volume of our Class A common stock.

These effects could be exacerbated if significant

holders elect to promptly sell their shares following the effectiveness of a registration statement, upon expiration of any contractual restrictions, or upon the occurrence of other liquidity events.

These effects could be exacerbated if significant holders elect to promptly sell their shares following the effectiveness of a registration statement, upon expiration of any contractual restrictions, or upon the occurrence of other liquidity events.

In addition, sales of a substantial number of shares of our Class A common stock in the public market, or the perception that these sales could occur, may make it more difficult for us to raise additional capital through future equity offerings at prices we consider attractive, dilute the ownership interests of our existing stockholders, and increase the volatility of our stock price.

42 unchanged sentences

In addition, our ability to pay dividends is, and may be, limited by covenants of our current and any future outstanding indebtedness we or our subsidiaries incur.

In particular, existing and anticipated project‑level financing arrangements generally restrict the ability of our project subsidiaries to make distributions upstream, including by prohibiting or conditioning distributions until project completion is achieved, required reserves are funded, no default exists and specified financial tests are met, and our holding company credit arrangements further condition

the receipt of distributions from project subsidiaries.

Our joint venture and subsidiary governing documents may also restrict the amount and timing of cash available for upstream distribution.

14 unchanged sentences

You may be diluted by the future issuance of additional Class A common stock and Class B common stock in connection with our incentive plans, acquisitions or otherwise.

As of June 17, 2026, we had 286,859,562 shares of Class A common stock outstanding and 7,785,412 shares of Class B common stock outstanding.

As of August 10, 2026, we had 286,977,787 shares of Class A common stock outstanding and 7,785,412 shares of Class B common stock outstanding.

Our Amended Charter authorizes us to issue these shares of Class A common stock and options relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise.

We have reserved shares for issuance under the Fervo 2026 Incentive Award Plan (the “2026 Plan”).

Any Class A common stock and Class B common stock that we issue, including under the 2026 Plan or other incentive plans that

we have adopted or we may adopt in the future, would dilute the percentage ownership held by our existing stockholders.

Any Class A common stock and Class B common stock that we issue, including under the 2026 Plan or other incentive plans that we have adopted or we may adopt in the future, would dilute the percentage ownership held by our existing stockholders.

In the future, we may also issue our securities in connection with investments or acquisitions.

6 unchanged sentences

Morgan Securities LLC and BofA Securities, Inc.

have reserved 35,107,737 shares under our 2026 Incentive Award Plan that will become eligible for sale once issued.

The lock-up period is expected to expire on or about November 10, 2026.

We have reserved 35,107,737 shares under our 2026 Incentive Award Plan that will become eligible for sale once issued.

As these shares reach the market, or are perceived as likely to, the market price of our Class A common stock could decline.

6 unchanged sentences

Provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of our amended and restated certificate of incorporation (“Amended Charter”) or our amended and restated bylaws (“Amended Bylaws”) may have the effect of delaying or preventing a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider to be in its best interest, including attempts that might result in a premium over the market price of our Class A common stock.

be in its best interest, including attempts that might result in a premium over the market price of our Class A common stock.

These provisions provide for, among other things:

10 unchanged sentences

As a result, our stockholders may be limited in their ability to obtain a premium for their shares.

See “Description of Capital Stock.”

Our board has broad discretion to issue additional securities, including common stock.

8 unchanged sentences

and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Notwithstanding the foregoing, the exclusive forum provision shall not apply to claims seeking to enforce any

liability or duty created by the Exchange Act.

Notwithstanding the foregoing, the exclusive forum provision shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act.

Nothing in our Amended Charter or Amended Bylaws precludes stockholders that assert claims under the Exchange Act from bringing such claims in federal court to the extent that the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable laws.

4 unchanged sentences

Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our Amended Charter.

See “Description of Capital Stock—Exclusive Forum.”

The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members and executive officers.

6 unchanged sentences

Furthermore, the costs associated with directors’ and officers’ insurance have risen significantly, adding to our financial burden.

While we are committed to meeting our public company obligations and maintaining transparency with our stakeholders, the ongoing requirements and associated costs may impact our operational efficiency and strategic focus.

Any inability to effectively manage these challenges could have a material adverse effect on our business, results of operations, and financial condition.

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 1A. Risk Factors