Fermi (NASDAQ: FRMI) launches $350M convertibles amid REIT and governance shifts
Rhea-AI Filing Summary
Fermi Inc. plans a private offering of $350 million in convertible senior notes due 2031 to qualified institutional buyers, with an option for initial purchasers to buy an additional $52.5 million. The company expects to use the proceeds mainly for capped call transactions designed to limit share dilution and for general corporate purposes.
Fermi also discloses that it deferred its earlier plan to elect REIT tax status for 2025 and now expects to elect and qualify as a REIT beginning with its 2026 tax year, though this is not assured. The filing highlights ongoing litigation and governance disputes involving the former chief executive and related parties, which could increase costs, create uncertainty over control of the company, and affect business performance. A capitalization table shows pro forma increases in cash and total indebtedness after the notes offering.
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Insights
Fermi adds sizable convertible debt while navigating tax and governance uncertainty.
Fermi plans to issue $350 million of convertible senior notes due 2031, with a $52.5 million upsize option. Pro forma for the transaction, total indebtedness rises from $439.1 million to $789.1 million, while cash and cash equivalents increase from $207.5 million to $557.5 million. Capped call transactions are intended to lessen equity dilution from conversion.
The company now expects to elect REIT tax status starting with the year ending December 31, 2026, but explicitly notes it may not make or maintain that election. The excerpt also describes active litigation and governance disputes involving the former CEO and related parties, with potential consequences for board structure, control, and ongoing costs. These factors introduce uncertainty around strategy and oversight, even as the notes financing supports continued development of its large energy and AI campus.
8-K Event Classification
Key Figures
Key Terms
convertible senior notes financial
capped call transactions financial
real estate investment trust financial
qualified institutional buyers financial
capitalization financial
activist campaign financial
FAQ
What type of financing is Fermi Inc. (FRMI) pursuing in this 8-K?
How will Fermi Inc. (FRMI) use the proceeds from the convertible notes?
What does Fermi Inc. disclose about its REIT election in this filing?
What governance and litigation matters does Fermi Inc. (FRMI) describe?
How will the notes offering affect Fermi Inc.’s capitalization?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On July 9, 2026, Fermi Inc., a Texas corporation (the “Company”), commenced an offering for the sale of $350 million aggregate principal amount of convertible senior notes due 2031 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) (the “Offering”). In connection with the Offering, the Company expects to grant to the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period from the date of initial issuance of the Notes, up to an additional $52.5 million aggregate principal amount of Notes. The Company intends to use the net proceeds from the Offering (including any additional proceeds resulting from the exercise by the initial purchasers of their option to purchase the additional Notes) to pay the cost of privately negotiated capped call transactions and the remainder of the net proceeds for general corporate purposes.
In connection with the Offering, the Company disclosed certain information relating to the Company and certain recent developments to prospective investors in a preliminary offering memorandum, dated July 9, 2026 (the “Preliminary Offering Memorandum”), excerpts of which are furnished herewith pursuant to Regulation FD, in the general form presented in the Preliminary Offering Memorandum, as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference. Additionally, on July 9, 2026, the Company posted an updated investor presentation to its website, a copy of which is furnished herewith as Exhibit 99.2 and incorporated by reference herein.
The information above and Exhibits 99.1 and 99.2 are being furnished pursuant to this Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and are not incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.
Item 8.01. Other Events.
On July 9, 2026, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.3 to this report and incorporated by reference. Additionally, as disclosed in the Preliminary Offering Memorandum, the Company previously stated that it intended to elect to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with its short taxable year ended December 31, 2025; however, the Company has determined to defer its REIT election. Accordingly, the Company was taxable as a C corporation for U.S. federal income tax purposes through its short taxable year ended December 31, 2025. The Company expects to qualify and to elect to be taxed as a REIT for U.S. federal income tax purposes commencing with its taxable year ending December 31, 2026, but no assurances can be provided that it will make the REIT election for such taxable year (or at all) or, if it makes a REIT election, that it will qualify or remain qualified as a REIT for such taxable year or any later taxable year.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Excerpts from Preliminary Offering Memorandum of the Company, dated July 9, 2026. | |
| 99.2 | Investor Presentation, dated July 9, 2026. | |
| 99.3 | Press Release, dated July 9, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). | |
1
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.
| FERMI INC. | ||
| Date: July 9, 2026 | By: | /s/ George Wentz |
| Name: | George Wentz | |
| Title: | General Counsel | |
2
Exhibit 99.1
Recent Developments
The Company has engaged in preliminary discussions with seven potential tenants and twelve potential joint venture partners, and more advanced negotiations are ongoing with a smaller number of potential counterparties. Although no assurances can be made, the Company expects to continue to actively negotiate towards one or more transactions with a tenant and/or a joint venture partner. Negotiations and terms are subject to confidentiality obligations and the Company will release additional details when it is in a position to do so. These transactions may result in the issuance of capital stock of the Company in material amounts, which would be dilutive to stockholders and could have an adverse impact on our stock price. The Company continues to explore certain potential transactions and strategic alternatives, including, without limitation, transactions that could take the form of equity, preferred equity or debt financings, refinancings, recapitalizations, additional capital markets transactions, development joint ventures, and regular-way leasing transactions.
We are in advanced discussions with a potential candidate for our Chief Executive Officer, although no assurances can be made as to whether or when we will finalize the appointment of a new Chief Executive Officer.
Litigation involving the Company against our former Chief Executive Officer, Toby Neugebauer, and certain related persons has caused and is expected to continue to cause us to incur substantial costs, divert the attention of the Board of Directors and management, take up management’s resources, cause uncertainty about the strategic direction of our business and adversely affect our business, operating results and financial condition.
On May 13, 2026, our Company filed a petition seeking declaratory relief in the Business Court of the State of Texas, First Division, captioned Fermi Inc. v. Toby Neugebauer, No. 26-BC01B-0039 (“0039 Action”). The petition names Mr. Neugebauer, certain of his related entities, and five individuals who agreed to be nominated to the Board of Directors by Mr. Neugebauer as defendants. The Company had sought a declaration confirming the validity of an amendment to the Company’s bylaws that requires an affirmative vote of holders of 70% of the Company’s outstanding voting stock for shareholders to amend certain Bylaw provisions, including amendments to change the staggered structure of the Board of Directors (“Bylaw Amendment”). On June 30, 2026, the Company filed a Notice of Nonsuit without Prejudice voluntarily dismissing its claims in the 0039 Action.
On May 1, 2026, Mr. Neugebauer filed a lawsuit against the Company and certain members of our Board of Directors—Marius Haas, Lee McIntire, and Cordel Robbin-Coker—in the Business Court of the State of Texas, First Division, captioned Neugebauer v. Fermi Inc., et al., No. 26-BC01B-0034 (“0034 Action”), arising from the termination of Mr. Neugebauer’s employment for cause on April 30, 2026 under his employment agreement with the Company (the “Employment Agreement”), and his resulting removal from our Board of Directors under the terms of that agreement. On July 2, 2026, Mr. Neugebauer and Vicksburg Investments Management LLC filed an amended petition adding Governor Rick Perry as a defendant and seeking a temporary injunction and declaratory relief concerning the validity of the Bylaw Amendment and the validity of an alleged special shareholder meeting purportedly called by Mr. Neugebauer as President.
We intend to vigorously defend against this litigation, but the outcome of the litigation remains uncertain. An adverse ruling could render ineffective certain governance measures adopted by the Board, including our staggered Board structure, could facilitate efforts to change the composition of our Board and management, and could result in continued uncertainty regarding control of the Company and further litigation. Such developments could also cause us to incur substantial costs, divert the attention of the Board of Directors and management, take up management’s attention and resources, cause uncertainty about the strategic direction of our business and adversely affect our business, operating results and financial condition.
Our former President and Chief Executive Officer, Toby Neugebauer, and certain of his family members and related persons have previously engaged in an activist campaign against the Company, which, if resumed, would cause us to incur substantial costs, divert the attention of the Board of Directors and management, take up management’s resources, cause uncertainty about the strategic direction of our business and adversely affect our business, operating results and financial condition, and other future proxy contests could do so as well.
A proxy contest or other activist campaign and related actions, such as the recently suspended proxy contest by our former President and Chief Executive Officer, Toby Neugebauer, and certain of his family members and related persons could have a material and adverse effect on us for the following reasons:
| ● | Mr. Neugebauer previously sought and could seek again to install new directors on our Board of Directors, which could result in a change in the control of our Board of Directors and could result in significant changes in the Company’s management and strategic direction. Mr. Neugebauer has previously indicated that he would commence an immediate effort to sell the Company at a price that our current Board believes would grossly undervalue the Company should he or his affiliates take control of the Company. |
| ● | Mr. Neugebauer has filed, and may in the future file, additional legal proceedings against the Company and/or its current and former officers and directors relating to his termination, his removal from the Board of Directors, and/or his proxy contest. Defending against such proceedings could require the Company to incur significant legal and other costs, consume substantial management and Board attention and resources, and result in potential indemnification obligations to current and former officers and directors, any of which would have an adverse effect on our business. |
| ● | While the Company welcomes the opinions of all shareholders, responding to proxy contests and related actions by activist investors such as Mr. Neugebauer has been, and may in the future be, costly and time-consuming, disrupting to our operations, and distracting to our Board of Directors and senior management and employees, which may divert their attention away from their regular duties and the pursuit of business opportunities. In addition, there is ongoing litigation in connection with Mr. Neugebauer’s suspended campaign, which may serve as a further distraction to our Board of Directors, senior management and employees and could require the Company to incur significant additional costs. |
| ● | Perceived uncertainties as to our future direction as a result of potential changes in the composition of our Board of Directors and management team should the Neugebauer group resume their proxy contest may lead to concern among potential tenants, existing and future financing counterparties and investors, vendors, contractors, employees, and other important stakeholders regarding the stability of our business, which may be exploited by our competitors, may inhibit potential customers and financing counterparties from transacting with us, may result in the loss of potential business opportunities, and may make it more difficult to attract and retain qualified personnel and business partners. These uncertainties may also negatively impact our ability to enter into definitive lease agreements with tenants. |
| ● | Proxy contests and related actions by activist investors such as the Neugebauer group could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. |
2
Capitalization
The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2026:
on an actual basis; and
on an as adjusted basis to give effect to the sale and issuance of the notes in this offering (assuming the initial purchasers’ option to purchase additional notes is not exercised).
You should read this table together with “Use of Proceeds” in this offering memorandum and our consolidated financial statements and the related notes, as well as the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K, which are incorporated by reference into this offering memorandum.
| As of March 31, 2026 | ||||||||
| Actual | As adjusted (4) | |||||||
| (in US$ thousands, except share data) | ||||||||
| Cash and cash equivalents(1) | $ | 207,501 | 557,501 | |||||
| Restricted cash(1) | 35,792 | 35,792 | ||||||
| Indebtedness | ||||||||
| MUFG Equipment Financing(2) | 396,567 | 396,567 | ||||||
| Keystone Equipment Financing(2) | 39,540 | 39,540 | ||||||
| Beal Equipment Financing(2) | 3,020 | 3,020 | ||||||
| Yorkville Facility | — | — | ||||||
| Notes offered hereby(3) | — | 350,000 | ||||||
| Total Indebtedness | 439,127 | 789,127 | ||||||
| Shareholders’ equity | ||||||||
| Common stock, $0.001 par value; 2,400,000,000 shares authorized, 629,839,790 issued and outstanding at March 31, 2026 | 628 | 628 | ||||||
| Additional paid-in capital | 1,393,541 | 1,393,541 | ||||||
| Accumulated deficit | (321,892 | ) | (321,892 | ) | ||||
| Total shareholders’ equity | 1,072,277 | 1,072,277 | ||||||
| Total capitalization | 1,511,404 | 1,861,404 | ||||||
| (1) | As of June 30, 2026, we had $92.0 million in cash and cash equivalents, $29.2 million of which is restricted cash. |
| (2) | Reflects principal amount outstanding, without deduction of debt discounts or fees to be paid to the lenders. At June 30, 2026, we had $444.9 million in borrowings outstanding under the MUFG Equipment Financing, $77.3 million in borrowings outstanding under the Keystone Equipment Financing, and $14.7 million in borrowings outstanding under the Beal Equipment Financing. Each of the MUFG Equipment Financing, Keystone Equipment Financing and Beal Equipment Financing are obligations of various Company subsidiaries to which the notes will be structurally subordinated. Loans under the MUFG Equipment Financing bear interest, at the Company’s election, at Term SOFR for the applicable interest period plus 4.0% per annum, or Daily Simple SOFR plus 4.0% per annum. Loans under the Beal Equipment Financing bear interest at 12.00% per annum, payable quarterly in arrears, increasing to 14.00% per annum during the continuance of an event of default. Loans under the Keystone Equipment Financing currently bear interest at 12.90% per annum. The Yorkville Facility bears interest at 0% per annum. |
| (3) | Reflects aggregate principal amount outstanding of the notes offered hereby, not including the exercise of the initial purchasers’ option to purchase additional notes, without deduction of any initial purchasers’ discount, issue discount or issuance costs. |
| (4) | We expect the entry into the capped call transactions will result in a decrease in cash and cash equivalents along with a corresponding decrease in additional paid-in capital and total shareholders’ equity and total capitalization. The amounts shown in the table above do not reflect these impacts. |
3
Exhibit 99.2
Investor Presentation July 2026 Unless otherwise noted, all information herein is based on information as of March 31, 2026. NASDAQ / LSE: FRMI
Disclaimers 2 Industry and Market Data Market data and industry information used throughout this Presentation are based on management’s knowledge of the industry and the good faith estimates of management. Management also relied, to the extent available, upon management’s review of independent industry surveys and publications and other publicly available information prepared by a number of third party sources. All of the market data and industry information used in this Presentation involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this Presentation are generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including estimated volume of natural gas and water estimates and those factors described on the next page. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. Trademarks and Intellectual Property All trademarks, service marks, and trade names of a person or its affiliates used herein are trademarks, service marks, or registered trade names of such person or its affiliate, as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners, and their use is not alone intended to, and does not alone imply, a relationship with any person, or an endorsement or sponsorship by or of any party. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that any person or the applicable rights owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable owner or licensor to these trademarks, service marks and trade names.
Forward - Looking Statements 3 This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that do not relate to matters of historical fact should be considered forward - looking statements, including, without limitation, statements regarding our development plans, construction timelines, permitting and regulatory approvals, tenant agreements, financing activities, cash position and liquidity, generation capacity, future expansion of Project Matador, Near Term Power Ramp and anticipated operational milestones. These statements are based on current expectations and assumptions and are subject to known and unknown risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward - looking statements. These factors include, among others: our ability to obtain and maintain required permits and regulatory approvals, including from the NRC and TCEQ; our ability to secure binding tenant agreements and creditworthy counterparties on the timeline and terms expected; the availability of project financing and capital on acceptable terms; risks associated with large - scale construction and infrastructure development; interconnection availability and grid constraints; supply chain, permit and equipment procurement risks; commodity availability and pricing, including natural gas and water; risks associated with nuclear development and licensing; counterparty performance; and broader economic, regulatory, and market conditions. Statements regarding potential generation capacity in excess of currently permitted levels, including any reference to expansion beyond approximately 6 GW or up to 11 GW or 17 GW, are subject to the successful receipt of additional permits and approvals, financing, interconnection capacity, land acquisition, and other factors, and there can be no assurance that such capacity will be developed or achieved. Statements regarding total site acreage, including any reference to expansion beyond currently controlled or leased land, are subject to the closing of pending acquisitions, land availability, and other factors, and there can be no assurance that such acreage will be realized. These forward - looking statements represent management’s expectations as of the date of this presentation. Except as required by law, the Company undertakes no obligation to update or revise these statements. Additional information regarding these and other risks is included in the Company’s Form 10 - K and other filings with the Securities and Exchange Commission.
Decades of combined e xperience in energy development, power generation, project management and project finance 4 Marius Haas Chairman of the Board • Founding Partner of BayPine, which was formed in May 2020 • Extensive technology experience at Dell Technologies, Hewlett - Packard, Compaq, and Intel Corporation Fermi's Experienced and Respected Leadership Team Anna Bofa Co - President, Office of the CEO • Former Fermi Board Observer • Extensive technology experience at Google, Dropbox, Pinterest, and Meta Jacobo Ortiz Co - President, Office of the CEO • Previously served as Fermi Chief Operating Officer • Founder and President of Las Brisas Property Management with prior marketing experience at S.C. Johnson and Son Rob Masson Chief Financial Officer • Board member and former CFO at several public and private companies • Experience includes roles at Noble Supply & Logistics, Latham Group, Hypertherm, Flowserve, and Raytheon Technologies Today’s presenters
Fermi America: One of the World's Largest Advanced Energy & AI Campuses Scale At 7,570 acres, one of the world's largest advanced energy and data campus sites; foundational work largely complete – tenant ready Permitted 6GW federal air permit secured – covers a meaningful portion of the power ramp; application for additional 5GW filed Power Strategy built for resilience and designed to scale – driven by natural gas and scalable to 17GW long - term Premier Competitively positioned private power campus that will offer rapid speed to power – up to 1.5GW by YE2027 Note: Total site acreage is approximately 7,570 acres . 5
Utility - Grade Private Grid with Top - Tier Power Generation Assets Permitting 6 GW | 5 GW Federal Air Permit Secured | Filed 1st Nuclear COL Filed and accepted in 15 years Water 80% Less Water Use 1 Through Closed - loop System Power 1.5 GW | 2 GW 2027 | 2028 Up to 17 GW Power Generation at Scale 11 GW Gas | 6 GW Nuclear Land ~7,570 Acres Secured / Under Contract >15 MM Sq. Ft. of Data Center Space Natural Gas 5 Major Pipelines Available within 20 Miles 220 MMBtu/d Firm Supply Secured 4 Turbine Platforms with two different OEMs 1. Compared to conventional water - based cooling methods 6
Fermi 2.0 Leadership Priorities Enhanced Governance Strengthened Board from 5 to 7 members Active search to hire next CEO – in advanced discussions Established new HQ in Dallas, TX Tenant Momentum Renewed urgency in commercial conversations Active engagement with potential JV partners and tenants Expect to sign first binding JV partner and/or tenant agreement in Q3 2026 Operational Execution Advancing site development plan Ability to deliver power equipment on timelines consistent with tenant requirements Ability to launch vertical construction on timelines consistent with tenant requirements Liquidity and Compliance Seeking to secure adequate capital to fund liquidity needs Seeking to secure DOE Energy Dominance Financing approval Acting with urgency to achieve Fermi’s full potential and generate durable, long - term value 7
Draft – Pending Finalization 4.6 Miles of natural gas lines installed 11.3 Miles of fencing installed 7.2 Miles of water lines installed ~11.4 Million Sq. Feet (261 Acres) prepared Project Matador's Exceptional Progress 8
9 SGT6 - 5000F GE TM2500 Siemens SGT - 800 GE Vernova FR6B Asset • GT #1 and #2 are complete and in transit to Port of Houston • GT #3 is in final assembly in Germany • Estimated delivery to site in Q3 2026 • In Houston (1) • Site work already occurring (leveling, compacting), have secured step - up and step - down transformers • Procurement complete • All turbines in Port of Houston and cleared by customs • Foundations are prepped to be poured • Awaiting transport to site in Q3 2026 • In Houston refurbishment shop — turbine refurbishment is complete • Foundations poured at site • To be transported to site in Q3 2026 Status 3 7 (1) 6 3 Number of Units 22 months (3) 2 months (2) 15 months 8 months Time to Power 4 726 MW | 1,047 MW 124 MW | N/A 294 MW | 394MW 114 MW | N/A Total Capacity Simple | Combined Cycle Purchase 20 - Year Lease Purchase Purchase Structure A Diversified Generation Portfolio Designed to Deliver Early Power, Sustained Hyperscale Loads, and Optimized Long - Term Economics 1. Under the lease agreement, the TM2500s are held by the lessor until June 2027 2. Infrastructure to be complete prior to asset delivery to site from lessor / start - up time only Note: page excludes power received from Xcel Energy 3. EPC contract in negotiations and go - live is contingent on award 4. Estimated from FID / Contractor effective start
Business Update Accelerating commercial momentum — advancing tenant negotiations while locking in proven execution partners Tenant Discussions • Actively engaged with 7 prospective tenants and 12 potential strategic partners over the last several months, alongside independent financial advisor Broadhaven • Preliminary discussions have advanced to ongoing substantive negotiations with select key potential counterparties • Management “increasingly confident” about securing value - enhancing transactions Strategic Partnerships & Execution • Signed service agreement with TSK, Spain’s largest power - focused EPC firm, for early - works engineering on the three Siemens SGT6 - 5000F turbines — advancing permitting and site mobilization • Agreement with Primoris to engineer and construct balance of plant for the first six SGT - 800 turbines; excavation complete for all six power islands • Company and Primoris targeting a final EPC agreement for the simple - cycle phase of the Siemens 6 x 1 combined - cycle facility • Company remains engaged with potential strategic counterparties 10
Access to Liquidity: Nearly $1B of Commitments Secured 11 MUFG $500 MM • Funding for 3 Siemens F - class gas turbine units • A portion of proceeds were used to pay - off the term loan with Macquarie • Daily Simple SOFR plus 4.0% per annum • ~$445MM drawn as of June 30, 2026* EQUIPMENT Keystone $120 MM • Funding for non - spinning electrical components • 12.0% per annum • ~$77MM drawn as of June 30, 2026* Beal Bank $165 MM • Funding for 6 Siemens Energy SGT - 800 gas turbines • 12.9% per annum • ~$15MM drawn as of June 30, 2026* GENERAL Yorkville $156 MM • Promissory note to fund general corporate expenditures • 0% coupon rate • $0 drawn as of June 30, 2026* *Amounts drawn as of June 30, 2026 are preliminary, unaudited estimates, are subject to completion of Fermi Inc.'s quarter - end financial closing procedures, and may differ from actual results. These estimates have not been reviewed or audited by the Company's independent auditors. Commitment amounts represent maximum facility sizes; availability is subject to conditions to borrowing under the applicable agreements.
Key Investment Highlights One of the World’s Largest Advanced Energy and AI Campus Sites One of the largest and most significant infrastructure assets providing essential power to support AI - driven demand Experienced and Respected Leadership Team Executive team includes a blend of respected industry veterans with both technical and public company leadership expertise Large, Attractive and Exclusive ~7,570 Acre Site Abundant and redundant access to natural gas, water and fiber (potential to harness nuclear) to deliver up to 17GW of power Top - Tier Execution Secured permits, power generators, and equipment financing at exceptional speed and scale, set to deliver rapid speed to power Securing and Advancing Attractive Partnerships Working with exceptional EPC partners and conducting ongoing discussions with multiple strong potential counterparties Attractive Return Profile Significant ability to scale and serve the world’s most valuable companies 12
Appendix
Advanced Energy and Artificial Intelligence Campus ~7,570 Acres - One of the Largest Sites of its Kind in the World
Superior Positioning with Surrounding Water and Natural Gas Access 15 15
Natural Gas Infrastructure Gas Pipelines Project Matador sits on the intersection of major pipelines with significant natural gas infrastructure. No single point of failure. Firm delivery of clean natural gas at gigawatt scale. 16 16 16
Chicago, IL ~15.84ms Oklahoma City, OK Site Location Amarillo, TX Dallas, TX Denver, CO Phoenix, AZ Las Vegas, NV Reno, NV ~18.54ms ~ 23.18ms ~8.3ms ~5.02ms ~7.14ms ~20.28ms Albuquerque, NM ~5.60ms Superior Access to Extensive, Redundant Fiber Networks 17 17
Glossary 18 Definition Term Combined License COL Department of Energy DOE Gigawatt GW Million MM Million British Thermal Units per Day MMBtu/d Milliseconds ms Megawatt MW Not Applicable N/A Original Equipment Manufacturer OEM Round - Trip Delay RTD Square Feet Sq Ft
620 S. Taylor, Suite 301 Amarillo, Texas 79101 www.fermiamerica.com
Exhibit 99.3
Fermi Inc. Announces Proposed Offering of
$350 Million
of Convertible Senior Notes with Capped Call Anti-Dilution Protection
DALLAS, July 9, 2026 – Fermi Inc. (NASDAQ: FRMI) (LSE: FRMI), operating as Fermi America™ (“Fermi” or the “Company”) today announced its intention to offer, subject to market conditions and other factors, $350 million aggregate principal amount of convertible senior notes due 2031 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the offering, the Company expects to grant to the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period from the date of initial issuance of the Notes, up to an additional $52.5 million aggregate principal amount of Notes. The Company intends to use the net proceeds from the offering (including any additional proceeds resulting from the exercise by the initial purchasers of their option to purchase the additional Notes) to purchase privately negotiated capped call transactions to offset share dilution and the remainder for general corporate purposes.
The Notes will be senior, unsecured obligations of the Company and will rank senior in right of payment to any of its indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment with all of our current and future liabilities that are not so subordinated; effectively junior to all of our current and future indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of its subsidiaries. Interest on the Notes will be payable semi-annually in arrears and mature on July 15, 2031 unless earlier converted, redeemed or repurchased. The Notes will be convertible into cash, the Company’s common stock, or a combination thereof, at the election of the Company. Final terms of the Notes, including the interest rate, the initial conversion rate and other terms, will be determined at the time of pricing.
In connection with the pricing of the Notes, the Company expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates and/or other financial institutions (the “Option Counterparties”). The capped call transactions will initially cover, subject to customary adjustments substantially similar to those applicable to the Notes, the number of shares of the Company’s common stock initially underlying the Notes. The capped call transactions are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, upon any conversion of the Notes, with such reduction and/or offset subject to a cap. If the initial purchasers of the Notes exercise their option to purchase the additional Notes, the Company expects to use a portion of the proceeds from the sale of the additional Notes to enter into additional capped call transactions with the Option Counterparties.
In connection with establishing their initial hedges of the capped call transactions, the Company expects the Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to the Company’s common stock and/or purchase shares of the Company’s common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company’s common stock or the Notes at that time.
In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company’s common stock and/or purchasing or selling shares of the Company’s common stock or other securities of the Company in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so (x) during the relevant valuation period under the capped call transactions, which is scheduled to occur during a 30 trading day period commencing on the 31st trading day prior to the maturity date of the Notes, or, (y) to the extent the Company exercises the relevant termination election under the capped call transactions, following any repurchase, redemption or early conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of the Company’s common stock or the Notes, which could affect the ability of noteholders to convert the Notes, and, to the extent the activity occurs during any valuation period related to a conversion of the Notes, it could affect the number of shares of common stock, if any, and value of the consideration that noteholders will receive upon conversion of the Notes.
The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. The offer and sale of the Notes and any shares of the Company’s common stock issuable upon conversion of the Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and, unless so registered, such Notes and shares may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as of the date of this press release, are the Company’s estimates, forecasts, projections, expectations, or beliefs as to future events and results. These forward-looking statements include statements regarding the anticipated terms of the Notes being offered, the completion, timing and size of the proposed offering, the intended use of net proceeds from the offering, and the anticipated terms of, and the effects of entering into, the capped call transactions described above and the actions of the Option Counterparties and their respective affiliates. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic, and competitive uncertainties, risks, and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information. Among the important factors that the Company thinks could cause its actual results to differ materially from those expressed in or contemplated by the forward-looking statements include risks related to or associated with whether the Company will consummate the offering on the expected terms, or at all, whether the Company will enter into the capped call transactions, the terms thereof and whether the capped call transactions become effective, market conditions, including market interest rates, the trading price and volatility of the Company’s common stock and risks relating to the Company’s business, including those described in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Except as required by law, the Company undertakes no obligation to update or revise these statements.
Contacts
Investors
Rodrigo Acuna
IR@fermiamerica.com
Media
Joele Frank, Wilkinson Brimmer Katcher
Michael Freitag / Adam Pollack / Eliza Rothstein
212-355-4449