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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 9, 2026
Fermi Inc.
(Exact name of registrant as specified in its charter)
| Texas |
|
001-42888 |
|
33-3560468 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
620 S. Taylor St., Suite 301
Amarillo, TX 79101
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number including area
code: (214) 894-7855
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.001 par value |
|
FRMI |
|
The Nasdaq
Stock Market LLC |
| Common Stock, $0.001 par value |
|
FRMI |
|
The London Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
Indenture and Notes
On July 14, 2026, Fermi Inc.,
a Texas corporation (the “Company”), consummated the issuance of $375 million aggregate principal amount of its 5.00%
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”). Concurrently with the closing
of the offering, on July 14, 2026, the Initial Purchasers (as defined below) of the Notes elected to the exercise in full the $56.25 million
option granted to them, generating total gross proceeds of $431.25 million. The Notes bear cash interest at a rate of 5.00% per year,
payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027. The Notes are convertible into
cash, shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), or a combination thereof,
at the Company’s election, and may be settled as described in the Indenture (as defined below). The Notes will mature on July 15,
2031 (the “Maturity Date”), unless earlier repurchased, redeemed or converted.
The total net proceeds
from the offering of the Notes were approximately $416.81 million, after deducting fees and estimated expenses payable by the Company. The
Company used approximately $34.5 million of the total net proceeds from the Notes to pay the cost of the Capped Call Transactions
(as defined below) entered into in connection with the offering. The Company intends to use the remainder of the net proceeds for
general corporate purposes.
The Company issued the Notes
pursuant to an indenture, dated as of July 14, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company,
National Association, as trustee (the “Trustee”).
Prior to the close of business
on the business day immediately preceding April 15, 2031, the Notes will be convertible at the option of the holders only under certain
conditions and during certain periods. On or after April 15, 2031, until the close of business on the second scheduled trading day immediately
preceding the Maturity Date, holders may convert their Notes, at their option, irrespective of these conditions.
The conversion rate for the
Notes will initially be 105.0862 shares of Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price
of approximately $9.52 per share of Common Stock). The conversion rate and the corresponding conversion price will be subject to adjustment
in some events but will not be adjusted for any accrued and unpaid interest. The Company may redeem for cash all or part of the Notes
(subject to the partial redemption limitation described in the Indenture), at its option, on or after July 20, 2029 and prior to the 31st
scheduled trading day immediately prior to the Maturity Date, if the last reported sale price of the Common Stock has been at least 130%
of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day
period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which
the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest to, but excluding, the redemption date.
If the Company undergoes a
fundamental change (as defined in the Indenture), holders may require the Company to repurchase for cash all or part of their Notes at
a repurchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to, but excluding,
the fundamental change repurchase date (as defined in the Indenture). In addition, following certain corporate events that occur prior
to the Maturity Date of the Notes or if the Company delivers a notice of redemption in respect of the Notes, the Company will, in certain
circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate
event or convert its notes called (or deemed called) for redemption during the related redemption period.
The Indenture provides for
customary events of default, which include (subject in certain cases to grace and cure periods), among others: nonpayment of principal
or interest; breach of covenants or other agreements in the Indenture; defaults with respect to certain other indebtedness; and certain
events of bankruptcy, insolvency or reorganization. Generally, if an event of default occurs and is continuing under the Indenture, either
the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare the principal amount
plus accrued and unpaid interest on such Notes to be immediately due and payable.
The Notes will be the Company’s
general unsecured obligations and will rank senior in right of payment to all of the Company’s future indebtedness that is expressly
subordinated in right of payment to the Notes, equal in right of payment with all of the Company’s current and future liabilities
that are not so subordinated, and effectively junior to all of the Company’s current and future secured indebtedness to the extent
of the value of the assets securing such indebtedness. The Notes will rank structurally junior to all indebtedness and other liabilities
(including trade payables but excluding intercompany obligations and liabilities of a type not required to be reflected on a balance sheet
of such subsidiaries in accordance with GAAP) of the Company’s subsidiaries.
The description of the Indenture
and the Notes above is qualified in its entirety by reference to the text of the Indenture and the Form of Note, copies of which are attached
as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Capped Call Transactions
In connection with the pricing
of the Notes on July 9, 2026, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”)
with one or more financial institutions (the “Option Counterparties”), and in connection with the exercise in full
of the option granted to the Initial Purchasers of the Notes, on July 14, 2026, the Company entered into additional capped call transactions
(such additional capped call transactions, together with the Base Capped Call Transactions, the “Capped Call Transactions”)
with the Option Counterparties. The Company used approximately $34.5 million of the total net proceeds from the offering of the Notes
to pay the cost of the Capped Call Transactions.
The Capped Call Transactions
are generally expected to reduce the potential dilution to the Common Stock upon any conversion of the Notes and/or, at the Company’s
election (subject to certain conditions), offset any 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. The Capped
Call Transactions have an initial cap price of $14.64 per share, which represents a premium of approximately 100% over the closing price
of the Common Stock on the Nasdaq Global Select Market on July 9, 2026, and is subject to certain adjustments under the terms of the Capped
Call Transactions. The Capped Call Transactions cover, subject to customary adjustments substantially similar to those applicable to the
Notes, the number of shares of the Common Stock initially underlying the Notes.
The Capped Call Transactions
are separate transactions entered into by the Company with the Option Counterparties, are not part of the terms of the Notes, and will
not change the rights of the holders of the Notes under such Notes.
The description of the Capped
Call Transactions above is qualified in its entirety by reference to the text of the form of capped call confirmation, which is attached
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set
forth in Item 1.01 and Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and
sold the Notes to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2)
of the Securities Act for resale to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance
on, Rule 144A of the Securities Act. The Company relied on these exemptions from registration based in part on representations made
by the Initial Purchasers in the Purchase Agreement, dated July 9, between the Company and the Initial Purchasers, pursuant to
which the Company sold the Notes to the Initial Purchasers. The Notes and the underlying shares of the Common Stock issuable upon
conversion of the Notes, if any, have not been and will not be registered under the Securities Act, and may not be offered or sold
in the United States absent registration or an applicable exemption from registration requirements.
To the extent that any shares
of the Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration
under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection
with conversion of the Notes and any resulting issuance of shares of the Common Stock. The maximum number of shares of the Company’s
Common Stock issuable upon conversion of the Notes, including pursuant to any increase in the conversion rate for any Notes converted
in connection with a make-whole fundamental change or a notice of redemption, is 58,913,925, based on the initial maximum conversion rate
of 136.6120 shares of Common Stock per $1,000 principal amount of Notes, subject to the effect of customary antidilution provisions in
the Indenture.
Item 7.01. Regulation FD Disclosure.
On July 15, 2026, the Company
issued a press release announcing the closing of the offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
The information furnished
in this Current Report pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
be subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing of the Company under
the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Neither this Current Report
on Form 8-K nor the press release filed as Exhibit 99.1 hereto constitutes an offer to sell or a solicitation of an offer to buy the Notes,
any shares of the Common Stock issuable upon conversion of the Notes, or any other securities, nor shall it constitute an offer, solicitation
or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by
means of a private offering memorandum.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 4.1 |
|
Indenture, dated July 14, 2026, between the Company and U.S. Bank
Trust Company, National Association, as trustee. |
| 4.2 |
|
Form of 5.00% Convertible Senior Note due 2031 (included in Exhibit 4.1). |
| 10.1 |
|
Form of Capped Call Confirmation. |
| 99.1 |
|
Press Release, dated July 15, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
FERMI INC. |
| |
|
|
| Date: July 15, 2026 |
By: |
/s/ George Wentz |
| |
Name: |
George Wentz |
| |
Title: |
General Counsel |
Exhibit
99.1
Fermi
Outlines Strategic Rationale for Upsized $431 Million Convertible Notes Offering
Flexible
convertible structure with shareholder-friendly capped call minimizes dilution
Proceeds
strengthen liquidity in midst of customer and partner negotiations and preserve Fermi’s speed-to-power advantage
Attractive
five-year cost of capital provides run room to advance multiple commercial tracks in parallel
DALLAS,
July 15, 2026 -- Fermi Inc. (Nasdaq & LSE: FRMI), operating as Fermi America™ (“Fermi” or the “Company”),
outlined today the strategic rationale for its recently closed and upsized offering of $431.25 million aggregate principal amount of
5.00% Convertible Senior Notes due 2031 (the “Notes”), which included the exercise in full of the initial purchasers’
13-day option to purchase up to an additional $56.25 million aggregate principal amount of Notes. The Notes are intended to strengthen
Fermi’s balance sheet, enhance liquidity, and support continued execution of Project Matador as the Company advances tenant, strategic
partnership, and power-delivery milestones.
“We
were deliberate about the form, size, and timing of this raise,” said Rob Masson, Fermi’s Chief Financial Officer. “We
believe a convertible structure is the right financing for this stage of Project Matador’s development. This convertible with a
capped call checks the box for one of our 90-day milestones by bolstering our balance sheet with sufficient capital to support our liquidity
needs at a very attractive cost of capital, while protecting shareholders against dilution until the stock price more than doubles. This
transaction’s five-year term fits our development and power-delivery plan and delivers a strengthened balance sheet, enabling us
to continue our ongoing tenant and strategic partnership negotiations from a position of strength.”
Strategic
Rationale
Strengthening
the balance sheet is a key enabler of Fermi’s near-term business objectives:
| ● | Signing
binding tenant agreements; |
| ● | Advancing
strategic partnerships; and |
| ● | Delivering
initial power at the site. |
Fermi chose
the convertible path at this critical stage in the development of Project Matador for the following reasons:
| ● | Timing.
Opportunistically raising capital while credit markets are open and ahead of these milestones
strengthens Fermi’s balance sheet and enables it to move quickly on commercial opportunities
as they advance, rather than being paced by its cash position. |
| ● | Shareholder-friendly
path to liquidity. The Company concluded that convertible notes with a capped call feature
were the most shareholder-friendly way to secure stronger liquidity, as it is significantly
less dilutive than a common equity offering or a private investment in public equity (PIPE).
Fermi entered into capped call transactions in connection with the offering, with a cap set
at 100% above Fermi’s share price at the time of pricing. As a result, the Notes are
expected to create no dilution to existing shareholders unless the Company’s stock
price doubles. Even if the stock price triples, the resulting dilution would only be approximately
2%, and the combined transaction continues to be significantly less dilutive than alternatives
at stock prices above that. |
| ● | Capital-efficient
debt. The Notes carry a low coupon, with no scheduled amortization and no financial maintenance
or restrictive covenants and are expected to deliver significant interest savings versus
conventional financing, while preserving operational and financial flexibility. |
| ● | Term
aligned to the build. The five-year term, with the Notes maturing on July 15, 2031, aligns
with Fermi’s development and power-delivery horizon. |
| ● | Sized
for run room. Fermi sized the offering to carry a healthy cash balance that takes the
timing of initial tenant commitments into account and allows construction to continue without
interruption. A larger, well-capitalized balance sheet also reinforces the Company’s
credibility with sophisticated counterparties. |
| ● | Flexibility
to execute on multiple fronts. Combined with the nearly $1 billion of commitments already
secured, the offering gives Fermi the liquidity and flexibility to advance several tenant
and joint-venture conversations at once without prioritizing one over another and without
compromising its power-delivery schedule or speed-to-power advantage. |
Convertible
Notes Details
The Notes
bear interest at a rate of 5.00% per year and mature on July 15, 2031, unless earlier converted, redeemed or repurchased. The initial
conversion price is approximately $9.52 per share, representing a 30% premium to the July 9, 2026 closing price of Fermi’s common
stock. In connection with the offering, Fermi entered into capped call transactions that are expected to reduce potential dilution upon
conversion, with an effective conversion price of $14.64 per share, representing a 100% premium to the July 9, 2026 closing price.
The net proceeds
from the offering were approximately $416.81 million, including net proceeds from the initial purchasers’ exercise in full of their
option to purchase additional notes, after deducting discounts, commissions and estimated offering expenses. The Company will use approximately
$34.5 million to fund the capped call transactions, with the remainder for general corporate purposes.
Project
Matador
Fermi America
is developing one of the world’s largest advanced energy and AI campus sites, with 7,570 acres secured or under long-term lease
in the Texas Panhandle and more than $1.4 billion invested in site buildout to date. Project Matador is engineered to solve the single
biggest constraint in AI infrastructure – access to large-scale, reliable power on a timeline that meets customer demand. Subject
to entering into binding tenant agreements, the project is expected to ramp to approximately 1.5 gigawatts through 2027, with capital
deployment matched to commercial progress.
About
Fermi America™
Fermi America™
(Nasdaq & LSE: FRMI) develops next-generation private electric grids that deliver highly redundant power at gigawatt scale to support
next-generation intelligence and AI compute. Fermi America™ combines cutting-edge technology with a deep bench of proven world-class
multi-disciplinary leaders with a combined 25 GW of experience, to create the world’s largest, 11 GW next-gen private grid, helping ensure
America’s energy and AI dominance. The behind-the-meter Project Matador campus is expected to integrate the nation’s biggest combined-cycle
natural gas project, one of the largest clean, new nuclear power complexes in America, utility grid power, solar power, and battery energy
storage, to support hyperscale AI and advanced computing. For additional information visit www.fermiamerica.com.
Contacts
Investors
Rodrigo Acuna | IR@fermiamerica.com
Media
Fermi Inc.
Communications | press@fermiamerica.com
Forward-Looking
Statements
This press
release contains “forward-looking statements” within the meaning of the federal securities laws, including statements regarding
the anticipated benefits, terms and use of proceeds of the Notes and the capped call transactions, and the Company’s business,
strategy, milestones and expectations for Project Matador, including tenant and partnership timing and power-delivery plans. These statements
are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ
materially, including market conditions, the completion and timing of tenant and partnership agreements, the timing and cost of power
delivery, and the other risks and uncertainties described in the Company’s filings with the U.S. Securities and Exchange Commission
(the “SEC”). Investors should consult the further disclosures and risk factors included in the Company’s Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other documents filed from time to time with the SEC, available
at www.sec.gov and in the Investor Relations section of the Company’s website. Fermi undertakes no duty to publicly update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
