SEC Form 3 · accession 0001104659-26-073439

Factorial Energy Inc. · FAC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Jun 5, 2026

Accepted (ET)

Jun 12, 2026 · 4:06 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0002049662

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Series A Common Stock	holding	—	—		—	23,041	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F1	$0.08	holding	—	—	—	—	Feb 14, 2030	Series A Common Stock	414,776	—	D
Stock Option (Right to Buy)^F1	$0.88	holding	—	—	—	—	Jan 23, 2035	Series A Common Stock	108,471	—	D
Stock Option (Right to Buy)^F1	$0.88	holding	—	—	—	—	Jun 20, 2031	Series A Common Stock	506,948	—	D
Stock Option (Right to Buy)^F1	$0.88	holding	—	—	—	—	Sep 20, 2031	Series A Common Stock	498,760	—	D
Stock Option (Right to Buy)^F1	$0.88	holding	—	—	—	—	Apr 9, 2032	Series A Common Stock	1,778,378	—	D
Stock Option (Right to Buy)^F2	$0.88	holding	—	—	—	—	Aug 24, 2032	Series A Common Stock	412,145	—	D
Stock Option (Right to Buy)^F1	$0.88	holding	—	—	—	—	Mar 12, 2035	Series A Common Stock	135,221	—	D
Stock Option (Right to Buy)^F3	$2.64	holding	—	—	—	—	Oct 7, 2035	Series A Common Stock	183,420	—	D

F1The shares underlying this option are fully vested and exercisable.
F225% of the shares underlying this option vested on August 25, 2023, with the remainder vesting in thirty-six equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.
F325% of the shares underlying this option shall vest on September 4, 2026, with the remainder vesting in thirty-six equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

Exhibit 24: Power of Attorney