Form 8-K

8-K — Fervo Energy Co

Accession: 0001628280-26-044474

Filed: 2026-06-22

Period: 2026-06-22

CIK: 0001853868

SIC: 4911 (ELECTRIC SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — frvo-20260622.htm (Primary)

EX-99.1 (exhibit991-earningsrelease.htm)

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8-K

8-K (Primary)

Filename: frvo-20260622.htm · Sequence: 1

frvo-20260622

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 22, 2026

___________

FERVO ENERGY COMPANY

(Exact Name of Registrant as Specified in Charter)

DE 001-43285 82-3168838

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

811 Main Street

Suite 1700

Houston, TX 77002

(Address of principal

executive offices)

(Zip Code)

(832) 554-3253

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.0001 per share FRVO The Nasdaq Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On June 22, 2026, Fervo Energy Company (the “Company”) issued a press release announcing financial and operating results for the first quarter ended March 31, 2026 (the “earnings release”). A copy of the earnings release is furnished to the Securities and Exchange Commission (the “SEC”) as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02 and the earnings release shall be considered “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any reports or filings with the SEC, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure.

The Company uses any of the following to comply with its disclosure obligations under Regulation FD: press releases, SEC filings, public conference calls, or the Company’s website. The Company routinely posts important information on its website (https://fervoenergy.com), including information that may be deemed to be material. The Company encourages investors and others interested in the Company to monitor these distribution channels for material disclosures. The information posted on the Company’s website is not incorporated by reference into this Current Report on Form 8-K or in any other report or document the Company files with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1

Press Release of the Company, dated June 22, 2026.

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FERVO ENERGY COMPANY

Date: June 22, 2026

By: /s/ David Ulrey

Name: David Ulrey

Title: Chief Financial Officer

EX-99.1

Filename: exhibit991-earningsrelease.htm · Sequence: 2

Exhibit 99.1 - Earnings Release

Fervo Energy Company

811 Main St, 1700

Houston, TX 77002

Fervo Energy Reports First Quarter 2026 Results

Houston, TX - June 22, 2026 - Fervo Energy Company (“Fervo” or the “Company”) (NASDAQ: FRVO), a

leading technology-enabled independent power producer of Enhanced Geothermal Systems (EGS), today reported

financial and operational results for the first quarter ended March 31, 2026.

“This is the geothermal decade, and Fervo is leading the charge," said Tim Latimer, CEO and Co-founder

of Fervo. "2026 is already off to a transformative start. We completed the largest primary energy and

power IPO in recent memory, raising $2.2 billion to accelerate our multi-gigawatt development pipeline

and near-term execution at Cape Station, the world’s largest enhanced geothermal project, which is on

track for first power in Q4 2026. With 658 megawatts of contracted power purchase agreements and a 3-

gigawatt geothermal framework agreement with Google, Fervo is well positioned to deliver the clean, firm

24/7 power this country needs.”

BUSINESS AND OPERATIONAL HIGHLIGHTS

•Successfully completed an initial public offering on Nasdaq on May 14, 2026, issuing 80.5 million shares of

Class A common stock, including the full exercise of the underwriters’ over-allotment options, at a price of

$27.00 per share and raising approximately $2.2 billion in gross proceeds.

•Executed a Geothermal Framework Agreement (GFA) with Google to support the development of up to 3

gigawatts of geothermal capacity through 2033.

•Advanced Cape Station Phase I, which is expected to deliver approximately 100 megawatts, with GeoBlock

Unit 1 commissioning currently underway ahead of the planned Q4 2026 Commercial Operation Date (COD).

GeoBlock Units 2 and 3 continue to progress toward mechanical completion as scheduled ahead of planned

CODs in Q1 2027.

•Commenced construction of Cape Station Phase II in Q1 2026, which is expected to deliver approximately

400 megawatts. All long-lead equipment has been secured, and initial Phase II wells have been drilled as the

Company progresses toward expected COD in 2028.

•Validated premium resource quality at Blanford, a Utah GeoCluster north of Cape Station, with the

Cottonwood observation well reaching 555°F at 11,200 feet depth, the hottest well in Fervo history.

•Secured strategic supply partnerships with Turboden, ABB, and Vallourec to enable scaled geothermal

deployment.

FINANCIAL HIGHLIGHTS

•Secured $421.4 million in non-recourse project financing for Cape Phase I, supporting the continued

commercialization and bankability of Fervo’s enhanced geothermal systems.

•Entered into an agreement with Liberty Mutual Insurance Company to monetize tax credits from Cape Station

Phase I, advancing capital deployment strategy for utility-scale geothermal development.

•Reported Q1 2026 operating loss of $20.1 million and net loss of $31.8 million.

•Reported Q1 2026 capital expenditures of $172.8 million, compared to $105.4 million in the first quarter of

2025, reflecting continued investment in Cape Station development and construction activities.

•Expects total capital expenditures of approximately $1.2 billion from Q2 2026 through Q1 2027, primarily

allocated to Cape Station Phase I and Phase II construction and the development of other GeoClusters.

BUSINESS UPDATES

Commercial

In March 2026, Fervo Energy executed a Geothermal Framework Agreement (GFA) with Google that establishes

a development framework for up to 3 gigawatts of geothermal capacity through 2033, including 1 gigawatt of

proposed projects in the first two years. The GFA streamlines future offtake through a defined contract structure

and priority geographies, while creating a path to accelerate near-term development of up to 1 gigawatt. The

agreement also establishes a repeatable commercial model that Fervo believes can support future agreements with

other large power buyers.

Construction

Cape Station Phase I, Fervo’s first greenfield development, is an approximately 100-megawatt installation

comprising three 33-megawatt GeoBlocks. Fervo has drilled, stimulated, and completed all initial Phase I wells,

concluding the phase’s initial subsurface program, and achieved mechanical completion at its first GeoBlock in

the first quarter of 2026. During the quarter, the Company completed its largest zipper completion operation to

date, during which the Company simultaneously stimulated six wells on a single pad, providing efficiency

improvements that increased the number of stages stimulated per day while continuing to lower the cost per foot

drilled and completed across Cape Phase I. With key power facility equipment installed and commissioning

underway, Fervo remains on track for first power in Q4 2026, with GeoBlocks 2 and 3 expected to follow in Q1

2027.

Cape Station Phase II, a 400-megawatt expansion comprising eight 50-megawatt GeoBlocks, represents Fervo’s

go-forward design and commenced construction in the first quarter of 2026. Two Helmerich & Payne rigs are

actively drilling, and all four initial Fervo Generation 3.0 wells, the Company’s upsized 7,500-foot lateral design,

have been drilled on the first well pad and are ready for completion. Erection of power generation facilities has

also begun, with structural steel being assembled to support the air-cooled condenser units for GeoBlock 4, the

first GeoBlock in the Cape Phase II program. Fervo continues to progress toward expected commercial operation

in 2028.

Supply Chain

In the first half of this year, Fervo strengthened its supply chain through strategic partnerships with three key

suppliers, Turboden, ABB, and Vallourec, spanning power generation, electrical equipment, and well

construction.

Fervo and Turboden, a subsidiary of Mitsubishi Heavy Industries, have entered a turbine supply agreement

covering up to 35 Organic Rankine Cycle units that together represent 1,750 megawatts of total power capacity.

The Company also entered into a strategic agreement with ABB to provide advanced motor control and

electrification solutions for Cape Station, which is expected to help mitigate long lead-time risks that competing

energy technologies increasingly confront. Finally, on well construction, the five-year supply agreement with

Vallourec is expected to provide Fervo with a sufficient base of domestically-manufactured tubulars needed for

scaled subsurface development.

Development Pipeline

Fervo also progressed an additional GeoCluster area in its development pipeline by successfully drilling its first

observation well at Blanford, Utah. The Cottonwood observation well reached 555°F at a depth of 11,200 feet,

making it the hottest well in the Company's history and validating premium resource quality at a key development

prospect.

Financing

Subsequent to quarter-end, in May 2026, Fervo completed its initial public offering and listed on Nasdaq, issuing

80.5 million shares of Class A common stock at $27.00 per share and generating gross proceeds of $2.2 billion,

including the full exercise of the underwriters' over-allotment option. The offering was significantly upsized and

priced above the revised range, reflecting strong investor demand.

The IPO provides Fervo with an opportunity to accelerate its strategic priorities. Fervo intends to assess the

deployment of incremental capital across three areas: accelerating its commercial pipeline through 2030, investing

in high-return R&D to drive down installed capital expenditures toward $3,000 per kilowatt, and positioning the

Company for growth beyond 2030.

Fervo also closed $421.4 million of non-recourse project debt for Cape Station Phase I. The financing was led by

Barclays, BBVA, HSBC, MUFG, and Société Générale as lead partners, with RBC, J.P. Morgan, and Sumitomo

Mitsui Trust Bank as additional participants. Fervo believes this represents the first non-recourse project financing

for an enhanced geothermal systems project globally, structured on the same terms as conventional power,

renewable energy, and infrastructure project finance. The facility is secured solely by Cape Station Phase I assets

and cash flows and does not sit on Fervo's corporate balance sheet.

CONFERENCE CALL

Fervo will host a conference call to discuss its first quarter 2026 business, operational and financial highlights at

10:00 a.m. ET (9:00 a.m. CT) today, June 22, 2026. A live webcast of the conference call will be available in the

“Events” section of the Company’s investor relations website at ir.fervoenergy.com. To participate in Q&A on the

call, register here to receive the dial-in information and a unique PIN. A replay of the call will be available shortly

after the conclusion of the live webcast.

ABOUT FERVO

Fervo Energy (NASDAQ: FRVO) is a modern power company built around one of the market’s most important

needs: new supply of clean, firm 24/7 power. Through the large-scale deployment of enhanced geothermal

systems, Fervo has established a repeatable, industrial approach to building utility-scale power. The company is

transforming geothermal into a clean, reliable, cost-competitive solution designed to meet rising demand from AI

hyperscalers, utilities, and a more electricity-intensive economy. For more information, visit

www.fervoenergy.com.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act

and Section 21E of the Exchange Act, which involve risks, uncertainties, and assumptions. All statements, other

than statements of historical fact, are forward-looking statements. When used in this press release, the words

“aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,”

“intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,”

“target,” “will,” “would,” and similar expressions (including the negative of such terms) are intended to identify

forward-looking statements, although not all forward-looking statements contain such identifying words.

Although Fervo believes that the expectations and assumptions reflected in its forward-looking statements are

reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases,

beyond Fervo’s control. Accordingly, forward-looking statements are not guarantees of future performance, and

Fervo’s actual outcomes could differ materially from what Fervo has expressed in its forward-looking statements.

Factors that could cause the outcomes to differ materially include (but are not limited to) the following: risks

related to expanding our geothermal operations and accessing new markets; challenges in maintaining compliance

with extensive environmental regulations and permitting requirements; uncertainties in forecasting future

operational results and growth due to economic conditions and market demand; compliance with environmental

regulations and climate change initiatives impacting operational costs; inherent risks in the geothermal industry,

including potential operational disruptions and associated liabilities; the influence of consumer preferences,

government policies, and competition on the demand for geothermal energy; risks associated with fluctuations in

energy prices and material costs; dependence on a complex supply chain and successful maintenance of our

geothermal infrastructure; financial performance influenced by fluctuations in interest rates, capital availability,

and other market conditions; capacity actually constructed or for which we enter power purchase agreements

under non-binding agreements, like the GFA; exposure to legal proceedings and claims arising from our business

operations; protecting our brand reputation and facing potential negative public perception; negative public

perception and political opposition impacting our ability to secure regulatory approvals and market acceptance;

the successful and timely execution of our growth strategy, with risks of delays or failures; reliance on key

personnel and the potential impact of labor costs and workforce challenges; heavy reliance on technology systems

and potential cybersecurity threats; global economic and political conditions affecting our operations, supply

chain, and customer demand; the risk that our estimates of capacity potential and heat initially in place are

inaccurate or that we are unable to produce quantities of electrical energy commensurate with such estimates; and

other risks and uncertainties, including those set forth under “Risk Factors” in Fervo’s Registration Statement on

Form S-1/A, filed with the Securities and Exchange Commission on May 11, 2026.

In light of these factors, the events anticipated by Fervo’s forward-looking statements may not occur at the time

anticipated or at all. Moreover, Fervo operates in a very competitive and rapidly changing environment, and new

risks emerge from time to time. Fervo cannot predict all risks, nor can it assess the impact of all factors on its

business or the extent to which any factor, or combination of factors, may cause actual results to differ materially

from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue

reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this press

release or, if earlier, as of the date they were made. Fervo does not intend to, and disclaims any obligation to,

update or revise any forward-looking statements unless required by applicable law.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Dollars and shares in thousands except per share amounts)

Three months ended March 31,

2026

2025

Revenues ...................................................................................................................

$61

$—

Costs and expenses:

Operation and maintenance ....................................................................................

482

252

Research and development income, net ..................................................................

(72)

(36)

General and administrative expense ........................................................................

16,990

7,679

Operating lease expense ..........................................................................................

2,620

1,989

Depreciation and amortization ................................................................................

Operating loss ......................................................................................................

(20,052)

(9,931)

Other income (expense):

Interest income .......................................................................................................

2,815

2,028

Interest expense ......................................................................................................

(2,717)

(1,227)

Other non-operating expense, net ............................................................................

(11,876)

(16)

Loss before income taxes ..........................................................................................

(31,830)

(9,146)

Net loss .....................................................................................................................

$(31,830)

$(9,146)

Net loss per share information:

Net loss ...................................................................................................................

$(31,830)

$(9,146)

Less: Remeasurement of redeemable noncontrolling interest .................................

(3,434)

—

Net loss attributable to common shares, basic and diluted ....................................

(35,264)

(9,146)

Weighted average shares, basic and diluted (1) ...................................................

9,467

8,961

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

$(3.72)

$(1.02)

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

the Company’s IPO. See Note 2 – Significant Accounting Policies and Note 17 – Subsequent Events in the notes to condensed consolidated financial

statements for details.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars and shares in thousands)

As of March 31,

As of December 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents .....................................................................................

$280,776

$461,836

Grant receivables ...................................................................................................

16,755

10,580

Prepaid expenses and other ...................................................................................

10,338

9,714

Total current assets ..........................................................................................

307,869

482,130

Deposits .................................................................................................................

15,242

15,234

Construction-in-process ........................................................................................

972,040

789,571

Operating leases right of use assets .......................................................................

91,112

58,713

Restricted cash ......................................................................................................

6,000

Other long-term assets ...........................................................................................

35,244

13,520

Total assets .......................................................................................................

$1,427,507

$1,365,168

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable ...................................................................................................

$8,043

$10,789

Accrued capital expenditures ....................................................................................

147,610

119,303

Operating lease liabilities ........................................................................................

25,335

4,822

Other current liabilities ............................................................................................

20,932

16,997

Total current liabilities .......................................................................................

201,920

151,911

Long-term debt, net of issuance costs ......................................................................

186,636

172,837

Operating lease liabilities ........................................................................................

86,349

72,639

Other long-term liabilities .......................................................................................

24,673

11,407

Total liabilities .................................................................................................

499,578

408,794

Commitments and Contingencies (Note 16) ............................................................

Redeemable convertible preferred stock

Redeemable convertible preferred stock, par value $0.0001 per share; 283,546

and 283,546 authorized; 279,995 and 279,995 issued and outstanding as of

March 31, 2026 and December 31, 2025, respectively .........................................

1,022,886

1,022,942

Redeemable noncontrolling interest

Cape Phase I HoldCo - Redeemable noncontrolling interest

103,843

102,586

Cape Phase I Intermediate HoldCo - Redeemable noncontrolling interest

79,521

77,344

Stockholders’ deficit:

Common stock, par value $0.0001 per share; 358,279 and 358,279 authorized;

9,873 and 9,457 issued as of March 31, 2026 and December 31, 2025,

respectively(1)

Additional paid-in capital

—

Treasury stock, at cost; 270 and 270 shares as of March 31, 2026 and

December 31, 2025, respectively (1) ..................................................................

(1,960)

Accumulated deficit ..............................................................................................

(276,362)

(244,539)

Total stockholders’ deficit ..................................................................................

(278,321)

(246,498)

Total liabilities, redeemable convertible preferred stock, redeemable

noncontrolling interests and stockholders’ deficit ..............................................

$1,427,507

$1,365,168

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

the Company’s initial public offering (“IPO”). See Note 2 – Significant Accounting Policies and Note 17 – Subsequent Events in the notes to condensed

consolidated financial statements for details.

CONTACTS

Investor Relations

investor.relations@fervoenergy.com

ICR, Inc.

fervo@icrinc.com

V2 Communications for Fervo Energy

fervo@v2comms.com

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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