Fervo is structured as a dual-class company. Class A common stock carries one vote per share and will be the publicly traded share class. Class B common stock carries 40 votes per share and is held exclusively by co-founders Tim Latimer (CEO) and Jack Norbeck (CTO). Both co-founders exchange their Class A shares for Class B immediately prior to the IPO under a Founder Share Exchange Agreement, and both retain the right to exchange future option-exercise shares for Class B under the Equity Award Exchange Agreement. As a result, Fervo will be a controlled company within the meaning of Nasdaq corporate governance standards, though it states it does not currently intend to utilize the related exemptions.¹

The Class B structure converts to single-class upon the earliest of: (i) the first trading day following the seventh anniversary of the IPO (i.e., approximately 2033); (ii) the date on which founders' combined aggregate holdings drop below 25% of their IPO-date holdings; (iii) death or disability of a co-founder; or (iv) termination for cause. Permitted transfers to family members, certain trusts, and entities solely owned by the founders do not trigger conversion. The 180-day lock-up agreement applies to directors, executive officers, and holders of a specified percentage of outstanding stock, with J.P. Morgan and BofA Securities holding the ability to waive early release.¹

The company's institutional investor base reflects its financing history through five preferred stock rounds (Series A through E). Devon Energy holds a strategic position, having invested in the December 2025 Series E-1 round at $8.17 per share, and also provides technical services as a supply chain partner. Google became an official equity investor in December 2025 alongside the E-1 round, consistent with its existing 3-GW framework agreement. Breakthrough Energy Ventures (Bill Gates-backed) invested in both the D-3 and E-1 rounds. All preferred stock converts to Class A common at IPO on a 1:1 basis, resulting in approximately 279,995,218 new Class A shares from the preferred conversion alone.¹

Table 6 — Principal Stockholders (Pre-IPO, Key Parties)

Holder	Share Class	Votes/Share	Notable Investment Terms	Status
Tim Latimer (CEO, Co-Founder)	Class B	40	Founders' shares; exchange from Class A pre-IPO	Controls company post-IPO via supervoting
Jack Norbeck, PhD (CTO, Co-Founder)	Class B	40	Founders' shares; exchange from Class A pre-IPO	Controls company post-IPO via supervoting
Devon Energy Corp.	Class A	1	Series E-1 at $8.17/sh (Dec 2025); 6.12M shares in E-1 round	>5% holder; strategic partner
Capricorn Investment Group	Class A	1	Multiple rounds via Technology Impact Fund vehicles	>5% holder
DCVC	Class A	1	Series D-1 ($2.53/sh, Feb 2024); Series D-3 ($5.28/sh, Dec 2024); Series E-1 ($8.17/sh)	>5% holder (two funds)
Breakthrough Energy Ventures	Class A	1	Series D-3 ($5.28/sh, Dec 2024); Series E-1 ($8.17/sh, Dec 2025)	>5% holder
Centaurus Capital LP (John D. Arnold)	Class A	1	Warrants for 3,550,329 shares at $5.28/sh; exercised immediately prior to IPO	>5% holder post-exercise

Note: Exact share counts are redacted in the initial S-1 filing and will be finalized at pricing. Share percentages will be disclosed in the final prospectus.

Table 7 — Share Count & Dilution Summary

Component	Approx. Shares	Class	Notes
Preferred Stock (all series) converting to common	~279,995,218	→ Class A	Converts 1:1 at IPO; avg. purchase price ~$3.65/sh across all rounds
Existing common stockholders (pre-IPO)	~13,146,000	Class A	Pre-Reclassification; founders exchange a portion for Class B
Centaurus Capital Warrants	3,550,329	→ Class A	Exercised at $5.28/sh immediately prior to IPO closing
IPO Offering (this offering)	55,555,555	Class A	Price range $21.00–$24.00/share; Nasdaq: FRVO
Underwriter Overallotment Option	8,333,333	Class A	30-day option; exercisable by underwriters
Founder Class B Shares	Undisclosed	Class B (40 votes)	Exchanged from Class A pre-IPO; sunset triggers defined above
Outstanding Stock Options (2019 Plan)	Undisclosed	→ Class A/B	Weighted-avg. exercise price not disclosed in initial filing
2026 Equity Plan & ESPP Reserves	Undisclosed	Class A/B	Effective at IPO; annual auto-increase provisions
Approx. Post-IPO Shares (excl. options/ESPP)	~352M	—	Estimate only; excludes unissued option/plan shares; subject to final pricing

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