Fervo Energy Co

S-11 fervoenergy-sx1.htm S-1

As filed with the U.S. Securities and Exchange Commission on April 17, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

811 Main Street,

Suite 1700

Houston, TX 77002

(832) 554-3253

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gustavo Torres

811 Main Street,

Suite 1700

Houston, TX 77002

(832) 554-3253

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS

REGISTRATION STATEMENT IS DECLARED EFFECTIVE.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check

the following box.☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities

Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging

growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of

the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall

file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the

Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant

to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed

with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer

to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated , 2026.

Shares

Class A Common Stock

This is the initial public offering of shares of Class A common stock of Fervo Energy Company. We are offering shares of our Class A common stock.

Prior to this offering, there has been no public market for our Class A common stock. We expect that the initial public offering price per share of our Class A

common stock will be between $ and $ . We intend to apply to list our Class A common stock on the NASDAQ under the symbol “FRVO.”

Following this offering, we will have two series of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of

our Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights. Each share of our Class A

common stock is entitled to one vote per share. Each share of our Class B common stock is entitled to 40 votes per share and is convertible at any time, subject to

the satisfaction of certain conditions as described herein, into one share of Class A common stock. Immediately following the completion of this offering, all

outstanding shares of Class B common stock will be beneficially owned by Tim Latimer, our Chief Executive Officer and Chair of our board of directors, and Jack

Norbeck, PhD., our Chief Technical Officer. Assuming no exercise of the underwriters’ option to purchase additional shares to cover over-allotments, if any, and

assuming Mr. Latimer and Dr. Norbeck do not purchase any shares of Class A common stock pursuant to the reserved share program, Mr. Latimer and Dr. Norbeck

will beneficially own, in the aggregate, approximately % of our outstanding capital stock and control approximately % of the voting power of our

outstanding capital stock. As a result, Mr. Latimer and Dr. Norbeck may have significant influence over the outcome of matters submitted to our stockholders for

approval, including the election of our directors and the approval of any change of control transaction. We will be a “controlled company” within the meaning of the

corporate governance standards of the NASDAQ. Although we do not intend to utilize any exemptions from corporate governance standards upon completion of

this offering, we may utilize any or all of these exemptions at any time at our discretion until we cease to be a “controlled company.” See “Management —

Controlled Company Exception” and “Principal Stockholders.”

We are an “emerging growth company” and a smaller reporting company as defined under the federal securities laws, and, as such, may elect to comply with

certain reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company and Smaller Reporting

Company.”

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 38 to read about factors you should consider before

buying shares of our Class A common stock.

(1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

At our request, an affiliate of BofA Securities, Inc., a participating underwriter has reserved for sale, at the initial public offering price, up to 5% of the shares

of Class A common stock to be issued by us and offered by this prospectus for sale, to some of our directors, officers and employees and related persons. If these

persons purchase reserved shares it will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be

offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. See “Underwriting--Reserved Shared Program.”

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional shares of our Class

A common stock from us at the initial public offering price, less the underwriting discounts and commissions.

Neither the Securities and Exchange Commission nor any state securities commission or any other regulatory body has approved or disapproved of these

securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about , 2026.

Joint Lead Bookrunning Managers

Bookrunning Managers

Prospectus dated , 2026.

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TABLE OF CONTENTS

Through and including , 2026 (the 25th day after the date of this prospectus), all dealers effecting

transactions in these securities, whether or not participating in this offering, may be required to deliver a

prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter

and with respect to an unsold allotment or subscription.

You should rely only on the information contained in this prospectus, any amendment or supplement to this

prospectus or any free writing prospectus we may authorize to be delivered or made available to you. Neither we nor

the underwriters have authorized anyone to provide you with additional or different information. If anyone provides

you with additional, different or inconsistent information, you should not rely on it. Offers to sell, and solicitations

of offers to buy, shares of our Class A common stock are being made only in jurisdictions where offers and sales are

permitted. The information contained in this prospectus, any amendment or supplement to this prospectus or any

applicable free writing prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus,

any amendment or supplement to this prospectus, any applicable free writing prospectus or of any sale of our Class

A common stock. Our business, financial condition, operating results and prospects may have changed since such

date.

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You should not consider any information in this prospectus, any amendment or supplement to this prospectus or

any applicable free writing prospectus to be investment, legal or tax advice. You should consult your own counsel,

accountant and other advisors for legal, tax, business, financial and related advice regarding the purchase of our

Class A common stock. Neither we nor any underwriter (nor any of our or their affiliates) are making any

representation to you regarding the legality of an investment in our Class A common stock by you under applicable

investment or similar laws.

For investors outside the United States: Neither we nor any of the underwriters have done anything that would

permit this offering or possession or distribution of this prospectus, any amendment or supplement to this prospectus

or any applicable free writing prospectus in any jurisdiction where action for that purpose is required, other than in

the United States. Persons outside of the United States who come into possession of this prospectus, any amendment

or supplement to this prospectus or any applicable free writing prospectus must inform themselves about, and

observe any restrictions relating to, this offering of our Class A common stock and the distribution of this

prospectus, any amendment or supplement to this prospectus or any applicable free writing prospectus outside of the

United States.

DEFINED TERMS AND PRESENTATION

As used in this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” the

“Company,” “Fervo Energy,” and similar references refer to Fervo Energy Company and its subsidiaries. In

addition, the terms below that are used frequently in this prospectus have the following meanings:

•“2019 Plan” means the Fervo Energy Company 2019 Stock Incentive Plan.

•“2026 Plan” means the Fervo Energy Company 2026 Incentive Award Plan.

•“Amended Bylaws” means our amended and restated bylaws.

•“Amended Charter” means our amended and restated certificate of incorporation.

•“BLM” means the Bureau of Land Management.

•“Cape Station” means our GeoCluster located in Milford, Utah, the first approximately 100 megawatts of

which we expect will be delivered to the grid by early 2027.

•“Carbon-free” (or similar constructs) means carbon-free solely with respect to electricity generation from

our EGS processes once our facilities are producing. The term is not intended to capture nor represent any

other GHG emissions in our value chain, including other Scope 1 emissions (directly arising from

operations), Scope 2 (indirect emissions from purchased electricity), or Scope 3 (upstream and downstream,

including transportation and distribution). We do not make any claims regarding lifecycle greenhouse gas

accounting.

•“Class A common stock” means Class A common stock, par value $0.0001 per share, of Fervo Energy

•“Class B common stock” means Class B common stock, par value $0.0001 per share, of Fervo Energy

•“COD” means commercial operation date.

•“Code” means the U.S. Internal Revenue Code of 1986, as amended.

•“Co-Founders” means, together, Tim Latimer and Jack Norbeck, PhD.

•“Credit Agreement” means that certain Credit Agreement, dated November 20, 2024, as amended on May

21, 2025, July 23, 2025 and March 6, 2026 with Mercuria Energy Trading SA.

•“Credit Facility” means the $100.0 million term loan facility governed by the Credit Agreement and $80.0

million letter of credit facility governed by the Letter of Credit Facility Agreement.

•“D&M” means DeGolyer and MacNaughton, an independent engineering consulting firm.

•“EGS” means enhanced geothermal systems.

•“ESPP” means the Fervo Energy Company 2026 Employee Stock Purchase Plan.

•“Exchange Act” means the U.S. Securities and Exchange Act of 1934, as amended.

•“FERC” means the Federal Energy Regulatory Commission.

•“FervoFlex” means our approach to delivering flexible, dispatchable geothermal power by using our EGS

systems to provide long-duration, in-reservoir energy storage and rapid load following capability. During

periods of low electricity demand or high renewable generation, production wells are choked back,

allowing for pressure buildup within the reservoir. When grid demand rises, production wells are opened,

releasing stored thermal energy and rapidly ramping power output. This operational flexibility enables

geothermal to complement variable renewables and support a stable, decarbonized grid.

•“GAAP” means accounting principles generally accepted in the United States.

•“GeoBlock” means our standardized, 50-megawatt Organic Rankine Cycle power plants.

•“GeoClusters” means our leased acreage positions that we expect to support multi-gigawatt power

developments.

•“Geothermal resources” means thermal energy derived from the Earth’s natural heat and stored in a

reservoir.

•“GFA” means the Geothermal Framework Agreement, dated March 19, 2026, with Google Energy LLC.

•“GWh” means gigawatt-hours.

•“HIIP” or “heat initially in place” means those estimates of quantities of thermal energy generated from

geothermal resources.

•“LCOE” means levelized cost of energy.

•“Letter of Credit Facility Agreement” means that certain Letter of Credit Facility Agreement, dated

November 20, 2024, with Mercuria Energy Trading SA.

•“NEPA” means the National Environmental Policy Act.

•“NERC” means the North American Electric Reliability Corporation.

•“ORC” means Organic Rankine Cycle.

•“PPAs” means power purchase agreements or any other agreements pursuant to which we sell power or

related attributes to our customers.

•“Project Red” means our commercial pilot use of horizontal wells in an EGS system in northern Nevada,

which was a limited-scope, proof-of-concept initiative designed to demonstrate certain technical

capabilities.

•“Project Granite Facility” means the construction loan facility, ITC Transfer bridge loan facility, letter of

credit facilities, and a term loan facility, dated March 6, 2026 in the aggregate amount of approximately

$421.4 million.

•“R&D” means research and development.

•“SEC” means Securities and Exchange Commission.

•“Securities Act” means the U.S. Securities Act of 1933, as amended.

•“TWh” means terawatt-hours.

•“VRE” means variable renewable energy.

•“XRC Facility” means three promissory notes in the aggregate amount of $145.6 million under a loan

agreement with XRL ALC, LLC. This facility was terminated on April 14, 2026.

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to

rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the

basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage

amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in

ourconsolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this

prospectus may not sum due to rounding.

This prospectus includes our registered or common law trademarks, service marks and trade names, including

but not limited to our design logo, Fervo Energy™, FervoFlex™, FERVO50 GEOBLOCK™, GEOCLUSTER™,

GEOBLOCK™, GEOCLUSTERS™ and GEOBLOCKS™, which are protected under applicable intellectual

property laws. This prospectus also contains trademarks, trade names, and service marks of other companies, which

are the property of their respective owners. We do not intend our use or display of other parties’ trademarks, service

marks or trade names to imply, and such use or display should not be construed to imply, a relationship with, or

endorsement or sponsorship of us by, these other parties. Solely for convenience, trademarks, service marks and

trade names referred to in this prospectus may appear without the®, ™, or SM symbols, but such references are not

intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our

rights or the right of the applicable licensor to these trademarks, service marks and trade names.

Our audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024

included in this prospectus have been prepared in accordance with GAAP.