| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Fervo Energy Co [ FRVO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 12/04/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 05/14/2026 | C | 34,227,390 | A | (1) | 34,227,390 | I | See Footnote(2)(3) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series E-1 Preferred Stock | (1) | 12/04/2025(4) | A | 2,634,495 | (1) | (1) | Class A Common Stock | 2,634,495 | $11.36 | 2,634,495 | I | See Footnote(2)(3) | |||
| Restricted Stock Units | (5) | 05/14/2026 | A | 9,259 | (6) | (6) | Class A Common Stock | 9,259 | $0 | 9,259 | D | ||||
| Series B Preferred Stock | (1) | 05/14/2026 | C | 6,368,028 | (1) | (1) | Class A Common Stock | 6,368,028 | (1) | 0 | I | See Footnote(2)(3) | |||
| Series C-1 Preferred Stock | (1) | 05/14/2026 | C | 8,523,393 | (1) | (1) | Class A Common Stock | 8,523,393 | (1) | 0 | I | See Footnote(2)(3) | |||
| Series C-3 Preferred Stock | (1) | 05/14/2026 | C | 4,266,992 | (1) | (1) | Class A Common Stock | 4,266,992 | (1) | 0 | I | See Footnote(2)(3) | |||
| Series D-1 Preferred Stock | (1) | 05/14/2026 | C | 4,261,341 | (1) | (1) | Class A Common Stock | 4,261,341 | (1) | 0 | I | See Footnote(2)(3) | |||
| Series D-3 Preferred Stock | (1) | 05/14/2026 | C | 8,173,141 | (1) | (1) | Class A Common Stock | 8,173,141 | (1) | 0 | I | See Footnote(2)(3) | |||
| Series E-1 Preferred Stock | (1) | 05/14/2026 | C | 2,634,495 | (1) | (1) | Class A Common Stock | 2,634,495 | (1) | 0 | I | See Footnote(2)(3) | |||
| Explanation of Responses: |
| 1. Each share of the Series B, Series C-1, Series C-3, Series D-1, Series D-3 and Series E-1 Preferred Stock converted into Class A Common Stock immediately prior to the completion of the Issuer's initial public offering pursuant to its terms and has no expiration date. |
| 2. Following the transactions reported herein, consists of (i) 12,055,467 shares of Class A Common Stock held by Technology Impact Fund, LP, (ii) 14,962,430 shares of Class A Common Stock held by Technology Impact Growth Fund, II, L.P., (iii) 5,448,761 shares of Class A Common Stock held by TIGF II Direct Strategies LLC - Series 5 and (iv) 1,760,732 shares of Class A Common Stock held by TIGF II Direct Strategies LLC - Series 7. |
| 3. TIF Partners, LLC is the general partner of Technology Impact Fund, LP and TIGF Partners II, LLC is the general partner of Technology Impact Growth Fund, II, L.P. and the manager of (i) TIGF II Direct Strategies LLC - Series 5 and (ii) TIGF II Direct Strategies LLC - Series 7. Ion Yadigaroglu, as a manager of TIF Partners, LLC and TIGF Partners II, LLC, shares the power to vote and dispose of the shares held by Technology Impact Fund, LP, Technology Impact Growth Fund, II, L.P., TIGF II Direct Strategies LLC - Series 5 and TIGF II Direct Strategies LLC - Series 7. Ion Yadigaroglu disclaims beneficial ownership of such holdings, except to the extent of his pecuniary interest in the shares. |
| 4. This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering, and is reported herein pursuant to Rule 16a-2(a). |
| 5. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| 6. The RSUs will vest in full on the earlier of the Issuer's 2027 Annual Meeting or May 14, 2027. |
| Remarks: |
| /s/ Gustavo Torres, Attorney-in-Fact | 05/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||