Fermi secures over $200M commitment for Project Matador
At September 30, 2026, Fermi reported $315.5 million in cash and restricted cash, $958.4 million in net debt and $1.67 billion in net PP&E.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Fermi Inc. announced agreements with an undisclosed investment-grade hyperscaler to advance an initial 600 MW of power capacity at Project Matador beginning in 2027. The customer has committed more than $200 million up front while the parties continue working toward a definitive long-term lease. They are also finalizing a separate $90 million structural steel and building-materials purchase agreement. Fermi and TensorWave terminated their August 2026 data center lease and the associated AMD credit support agreement.
For the quarter ended September 30, 2026, Fermi reported a $141.6 million net loss, or $0.22 per share, and a $142.2 million operating loss. In the prior-year quarter, net loss was $346.8 million and operating loss was $37.8 million. General and administrative expense was $142.2 million. At quarter-end, cash and restricted cash totaled $315.5 million, debt net was $958.4 million, and net property, plant and equipment was $1.67 billion.
Fermi and the Texas Tech University System continue working to advance Project Matador, including land-lease conditions that precede vertical construction.
How this balance works
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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQuarterly net loss was $141.6 million, versus $346.8 million a year earlier.
Negative
- Moderate pointOperating loss was $142.2 million, versus $37.8 million a year earlier.
Filing Explained
The issued notes create potential dilution exposure, and Fermi says the capped calls are expected to reduce that exposure.
This 8-K furnishes third-quarter results and an investor presentation that reports Fermi issued
The presentation lists an initial conversion price of
Separately, the presentation labels
8-K Event Classification
Key Figures
Key Terms
investment-grade financial
definitive long-term lease financial
behind the meter technical
take-or-pay financial
capped call financial
Earnings Snapshot
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did FRMI's hyperscaler customer commit?
What were FRMI's Q3 2026 financial results?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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).
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Item 2.02 Results of Operations and Financial Condition.
On November 12, 2026, Fermi Inc. (the “Company”) issued its earnings release announcing its financial results for the third quarter ended September 30, 2026. The Company is hosting a conference call on November 12, 2026 at 8:00 am CT / 9:00 am ET to discuss its financial results for the third quarter ended September 30, 2026. The full text of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K under Item 2.02 and Exhibit 99.1 attached hereto 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD.
On November 12, 2026, the Company published its investor presentation on the Company’s investor relations website. A copy of the investor presentation is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.
The information in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Fermi Q3 2026 Earnings Release, dated November 12, 2026. | |
| 99.2 | Investor Presentation, dated November 12, 2026. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
1
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: November 12, 2026 | By: | /s/ George Wentz |
| Name: | George Wentz | |
| Title: | General Counsel | |
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Exhibit 99.1
Fermi Announces New Agreements with Investment-Grade Hyperscaler and Third Quarter 2026 Financial Results
Investment grade hyperscaler commits ~$200 million to advance development of 600 MW of power capacity at Project Matador
DALLAS, November 12, 2026 -- Fermi Inc. (NASDAQ/LSE: FRMI), operating as Fermi America™ (“Fermi” or the “Company”), today announced its third quarter 2026 financial results and multiple new agreements with an investment-grade hyperscaler to advance 600 megawatts (“MW”) of power capacity at Project Matador. A conference call is scheduled for 9 a.m. Eastern Time / 2 p.m. British Time today, November 12, 2026. Accompanying slides and prepared remarks can be found at https://investor.fermiamerica.com. Participation details are included in this release.
“Hyperscalers want sites that are ready with permitted power, and Fermi’s Project Matador is one of few that can meet that demand today,” said Lee McIntire, Fermi Chief Executive Officer. “Our headstart in speed to power is a key reason an investment-grade hyperscaler has signed up for 600 megawatts and committed more than $200 million up front to accelerate construction at Project Matador with an additional $90 million contemplated. We believe this is just the start of converting our strong pipeline of customers. If we successfully turn this pipeline of prospective customers into leases, it would completely fill our 2.2 gigawatts of current capacity. This gives us growing confidence in our path forward and puts us in strong position to evolve from pre-revenue, pre-lease to the next phase of growth.”
Tenant Agreement Updates
Investment-Grade Hyperscaler Agreements. Fermi has entered into agreements with an undisclosed investment-grade hyperscale customer to advance development of an initial 600 MW of power capacity beginning in 2027 at Project Matador. The customer is making financial and development commitments ahead of finalizing a lease, reflecting the importance of securing access to power within its targeted delivery timeline. These financial and development commitments include:
| ● | $200 million prepayment agreement: Provides for substantial upfront customer funding in connection with the proposed 600 MW development. |
| ● | $15 million early construction and site development agreement: Establishes a framework for advancing site preparation and construction activities as soon as possible to maintain the customer’s desired schedule. |
Additionally, Fermi and the customer are finalizing a $90 million structural steel and building materials purchase agreement, which would enable the customer to leverage critical long-lead materials Fermi secured in advance, accelerating the customer’s planned construction of multiple data center facilities on Project Matador.
These agreements demonstrate Fermi’s strategy of investing early in infrastructure readiness to enable faster customer development, attract customer capital earlier in the project lifecycle, and translate our power and infrastructure advantages into long-term revenue opportunities with little or no dilution.
The customer intends to use Fermi’s infrastructure and advance development work to accelerate its deployment at Project Matador. The parties continue to work toward a definitive long-term lease and finalization of the steel purchase agreement. The customer’s identity remains confidential.
TensorWave Lease Termination. Fermi and TensorWave have terminated the Data Center Lease and Services Agreement signed in August 2026. The AMD credit support agreement associated with TensorWave is also terminated.
Texas Tech University Partnership
Fermi and the Texas Tech University System maintain a strong relationship and continue to work together to advance Project Matador, including the conditions under the land lease that precede vertical construction. Earlier this week, Texas Tech University System Chancellor, Brandon Creighton, issued a statement reaffirming the partnership: “Texas Tech is proud of our partnership with Fermi and remains firmly committed to the success of Project Matador.”
Third Quarter Financial Highlights (as of and for the three months ended September 30, 2026)
| ● | $315.5 million of total cash and restricted cash on hand. |
| ● | $133.4 million of capital invested in Property, Plant, and Equipment ($759.5 million for the nine months ended September 30, 2026), bringing the net balance to approximately $1.67 billion. Fermi remains focused on disciplined capital deployment matched to commercial progress. |
| ● | $958.4 million of outstanding debt, net, reflecting a $463.0 million net increase in borrowings under the convertible senior notes and equipment financing facilities. |
| ● | $141.6 million net loss, or $0.22 per basic and diluted share. General and administrative expenses of $142.2 million drove most of that result and included $65.8 million of non-cash stock compensation and $21.5 million of financial advisory fees settled through the issuance of common stock. Fermi remains pre-revenue and in its development phase, so spending tracks buildout rather than operations. |
Conference Call Information
Fermi plans to host a conference call and webcast at 9 a.m. Eastern Time / 2 p.m. British Time today, November 12, 2026, to discuss its third quarter results and recent milestone execution.
To participate, dial (888) 506-0062 in the U.S. or +1 973-528-0011 internationally approximately 15 minutes prior to the scheduled start time and refer to conference code 176575. The call will also be webcast in a listen-only mode and can be accessed through the Investor Relations Events & Presentations page of Fermi’s website. A replay of the webcast will be available for a period of one year.
Financial Results and SEC Filings
Fermi’s report on Form 10-Q for the quarter ended September 30, 2026, will be filed with the U.S. Securities and Exchange Commission and made available through the SEC’s website and the Investor Relations section of Fermi’s website.
About Fermi’s Project Matador
Fermi America is where AI gets power. Fermi America is developing one of the world’s largest advanced energy and AI ecosystems in the Texas Panhandle. The site, called Project Matador, is secured or under long-term lease with nearly $1.7 billion invested in buildout to date. Fermi designed the project to solve the single biggest constraint in AI infrastructure: access to large-scale, reliable power on a timeline that meets customer demand – delivered behind the meter and on a private grid built and operated on site. Subject to entering into binding customer agreements, the project is expected to ramp to approximately 17 GW, with capital deployment matched to commercial commitments.
2
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 one of the world’s largest, 17 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.
About the Texas Tech University System
Established in 1996, the Texas Tech University System is one of the top public university systems in the nation, consisting of five universities - Texas Tech University, Texas Tech University Health Sciences Center, Angelo State University, Texas Tech University Health Sciences Center El Paso and Midwestern State University.
Headquartered in Lubbock, Texas, the TTU System is a more than $3 billion enterprise focused on advancing higher education, health care, research and outreach with approximately 21,000 employees and 64,000 students, more than 400,000 alums, a statewide economic impact of $19.2 billion and an endowment valued at $3 billion. In its short history, the TTU System has grown tremendously and is nationally acclaimed, operating at 20 academic locations in 16 cities (15 in Texas, 1 international).
In addition, the TTU System is one of only nine in the nation to offer programs for undergraduate, medical, law, nursing, pharmacy, dental and veterinary education among other academic areas.
Investor Contact
Rodrigo Acuna | IR@fermiamerica.com
Media Contact
Fermi Inc. Communications | media@fermiamerica.com
3
Forward-Looking Statements
This press release 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 letter of intent and related agreements, development plans, construction timelines, permitting and regulatory approvals, binding customer agreements, strategic partnerships and alliances, joint ventures, financing activities, generation capacity, future expansion of Project Matador, equipment delivery and installation, first power timing, leadership transition, 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 and maintain binding customer agreements and creditworthy counterparties; our ability to complete strategic partnerships and joint ventures on acceptable terms; 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 and equipment procurement risks; commodity availability and pricing, including natural gas and water; risks associated with nuclear development and licensing; counterparty performance; leadership transition risks; litigation and governance matters; 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 release. 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.
4
Fermi Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value amounts and share numbers)
(unaudited)
| As of September 30, 2026 | As of December 31, 2025 | |||||||
| Assets | ||||||||
| Property, plant, and equipment, net | $ | 1,669,639 | $ | 935,295 | ||||
| Cash and cash equivalents | 286,327 | 408,529 | ||||||
| Restricted cash | 29,190 | — | ||||||
| Prepaid expenses and other assets | 71,053 | 47,753 | ||||||
| Operating lease right-of-use assets | 44,876 | 21,737 | ||||||
| Total assets | $ | 2,101,085 | $ | 1,413,314 | ||||
| Liabilities and stockholders’ equity | ||||||||
| Debt, net | $ | 958,353 | $ | 109,799 | ||||
| Accounts payable and accrued liabilities | 126,728 | 176,572 | ||||||
| Operating lease liabilities | 57,544 | 21,320 | ||||||
| Other liabilities | — | 9,751 | ||||||
| Total liabilities | 1,142,625 | 317,442 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity | ||||||||
| Common stock, $0.001 par value; 2,400,000,000 shares authorized, 646,138,173 and 629,839,790 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | 646 | 628 | ||||||
| Preferred stock, $0.001 par value; 10,000,000 shares authorized, and no shares issued or outstanding as of September 30, 2026 and December 31, 2025 | — | — | ||||||
| Additional paid-in capital | 1,447,111 | 1,228,443 | ||||||
| Accumulated deficit | (489,297 | ) | (133,199 | ) | ||||
| Total stockholders’ equity | 958,460 | 1,095,872 | ||||||
| Total liabilities and stockholders’ equity | $ | 2,101,085 | $ | 1,413,314 | ||||
5
Fermi Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share numbers)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | For the period from January 10, 2025 (Inception) through September 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Expenses: | ||||||||||||||||
| General and administrative | $ | 142,161 | $ | 37,776 | $ | 335,164 | $ | 43,463 | ||||||||
| Total expenses | 142,161 | 37,776 | 335,164 | 43,463 | ||||||||||||
| Loss from operations | (142,161 | ) | (37,776 | ) | (335,164 | ) | (43,463 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income (expense) | 2,207 | 12 | 5,509 | (669 | ) | |||||||||||
| Other income (expense), net | (1,645 | ) | (309,048 | ) | (26,443 | ) | (309,048 | ) | ||||||||
| Total other income (expense) | 562 | (309,036 | ) | (20,934 | ) | (309,717 | ) | |||||||||
| Net loss | $ | (141,599 | ) | $ | (346,812 | ) | $ | (356,098 | ) | $ | (353,180 | ) | ||||
| Net loss per share – basic and diluted | $ | (0.22 | ) | $ | (0.84 | ) | $ | (0.56 | ) | $ | (0.95 | ) | ||||
| Weighted average shares outstanding – basic and diluted | 642,652,819 | 466,493,415 | 636,652,949 | 416,237,306 | ||||||||||||
6
Fermi Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Nine Months Ended September 30, 2026 | For the period from January 10, 2025 (Inception) through September 30, 2025 | |||||||
| Cash flows used in operating activities: | ||||||||
| Net loss | $ | (356,098 | ) | $ | (353,180 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Share-based compensation | 184,475 | 24,814 | ||||||
| Share-based compensation expense, related party | — | 3,616 | ||||||
| Share-based payments for professional services | 21,988 | — | ||||||
| Share-based charitable contribution expense | — | 173,784 | ||||||
| Loss on extinguishment of debt | 24,753 | — | ||||||
| Change in fair value as a result of fair value remeasurements | — | 111,590 | ||||||
| Series A and Series B Convertible Notes inducement expense | — | 23,674 | ||||||
| Write-off of previously capitalized construction in progress | 6,918 | — | ||||||
| Other | 6,858 | 680 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued liabilities | 15,345 | 10,799 | ||||||
| Prepaid expenses and other assets | (14,793 | ) | (4,068 | ) | ||||
| Net cash used in operating activities | $ | (110,554 | ) | $ | (8,291 | ) | ||
| Cash flows used in investing activities: | ||||||||
| Investments in property, plant, and equipment | (759,549 | ) | (96,321 | ) | ||||
| Net cash used in investing activities | $ | (759,549 | ) | $ | (96,321 | ) | ||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of debt, net of discount | 979,799 | 201,624 | ||||||
| Repayment of Macquarie Term Loan | (144,294 | ) | — | |||||
| Principal payments on debt | (3,152 | ) | (15,000 | ) | ||||
| Payment of debt issuance costs | (18,953 | ) | (1,012 | ) | ||||
| Payment for capped call options | (34,747 | ) | — | |||||
| Proceeds from issuance of Preferred Units | — | 107,552 | ||||||
| Other financing activities | (1,562 | ) | (5,559 | ) | ||||
| Net cash provided by financing activities | $ | 777,091 | $ | 287,605 | ||||
| Change in cash, cash equivalents and restricted cash | (93,012 | ) | 182,993 | |||||
| Cash, cash equivalents and restricted cash, at beginning of period | 408,529 | — | ||||||
| Cash, cash equivalents and restricted cash, at end of period | $ | 315,517 | $ | 182,993 | ||||
| Cash, cash equivalents and restricted cash, at end of period: | ||||||||
| Cash and cash equivalents | $ | 286,327 | $ | 83,693 | ||||
| Restricted cash | 29,190 | 99,300 | ||||||
| Cash, cash equivalents and restricted cash, at end of period | $ | 315,517 | $ | 182,993 | ||||
7
Exhibit 99.2
Investor Presentation Third Quarter 2026 November 12, 2026 NASDAQ / LSE: FRMI
2 Disclaimers Forward-Looking Statements 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, generation capacity, future expansion of Project Matador, 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; 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 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 release. 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. Non-GAAP Financial Measures This presentation includes NOI, which is a non-GAAP financial measure. The Company defines NOI as expected fixed lease payments under the lease (base rent and fixed capacity charges, including fixed contractual escalators) less expected non-reimbursable operating expenses of the data center and the power generation assets that serve it, including operations and maintenance, long-term service agreement costs, insurance, property taxes, ground rent, an allocation of campus common area costs and an operating cost contingency. This measure excludes variable power charges passed through to the tenant and the associated variable power costs, and exclude depreciation and amortization, selling, general and administrative expenses, interest expense and capital expenditures. The Company believes this measure is useful to investors in evaluating the expected operating performance of a lease, and management uses them for that purpose. It has limitations as an analytical tool and should not be considered in isolation or as a substitute for measures prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). Operating income is the GAAP measure most directly comparable to NOI. The Company has not provided a reconciliation of this measure to operating income because the facility has not commenced operations and the Company cannot predict without unreasonable effort certain items required to calculate operating income, principally depreciation, which depends on final capitalized project costs and placed-in-service dates, and the allocation of selling, general and administrative expenses. These items could be significant. Other companies, including real estate investment trusts, may calculate similarly titled measures differently.
3 Fermi America: Where AI Gets Power Scale At ~8,400 acres, one of the largest advanced energy and data sites Permitted 6GW federal air permit secured; application for additional 5GW filed Power Strategy built for resilience and designed to scale to 17GW long-term Premier Competitive private power campus offering rapid speed to power
4 Fermi by the Numbers: Private Grid with Top-Tier Power Generation Assets Permitting 6 GW Air Permit Issued by TCEQ 5 GW Air Permit Filed with TCEQ Water 80% Less Water Use2 Through Closed-loop System Power 2.2 GW Total Capacity1 Up to 17 GW Power Generation at Scale Land ~8,400 Acres Acquired, Under Contract, or Under Option >15 MM Sq. Ft. of Data Center Space Natural Gas 5 Major Pipelines Available within 20 Miles 220K MMBtu/d Firm Supply Secured 4 Turbine Platforms with Two Different OEMs 1) Includes 200MW of power from Xcel Energy and six SGT-800 turbines on order and expected to be delivered in 2028. 2) Compared to conventional water-based cooling methods
5 How Fermi Stays Ahead of the Competition At a time when many data center developments are stalling, Project Matador is moving forward and attracting a robust pipeline of top-tier, investment grade customers Power • 6 GW clean air permit secured / 5 GW filed Permits • Agreement with City of Amarillo secured • Closed-loop system reduces usage ~80% Water • Long lead times for gas turbines and other equipment from 2 to 6 years Equipment Fuel • 2 GW of equipment secured—19 turbines owned/leased; 6 more arrive in 2028 • Local opposition and municipal moratoriums restricting access to supply • Texas paused all new air permits • Local land-use approvals becoming difficult • Secured up to 220,000 MMBtu/d • 4.6 miles of pipelines installed; 5 major supply pipelines within 20 miles • Difficulty securing firm supply agreements • Pipeline capacity constraints • Behind-the-meter power on a private grid • Not dependent on the public grid • ERCOT froze new large-load connections • Transmission lines require years of planning Industry Challenges
Business Model & Strategy
O U R P L A C E I N T H E M A R K E T The Campus | Land Once, Scale to Gigawatts Product: private power plus land to expand on. What we solve: a place to grow over many years and multiple gigawatts P R O J E C T M A T A D O R · ~ 8 , 4 0 0 A C R E S Private power plant Turbines, gas, BESS, substation Expands here Expands here Expands here Expands here Tenant lands here Expands here Expands here Expands here Expands here Expands here Expands here Expands here Power, gas, water and fiber delivered to every parcel ✓ Air permit ~6 GW clean air permit granted (TCEQ) ✓ Natural Gas 220k MMBtu/d firm capacity secured ✓ Water Long-term rights secured, closed-loop cooling ✓ Turbines 2.0 GW of owned capacity ✓ ✓ Grid Xcel (SPS) connection, up to 200 MW Ideal tenant mix for Project Matador: 4–5 investment-grade hyperscaler tenants, each landing and expanding over time 7 Fiber 3 corridors; <10 ms to Dallas, Chicago, Denver
Power First. Three Ways to Monetize It. One power platform, a menu of products for customers; we start where capital needs are lowest P O W ER One private power plant on Project Matador: turbines, gas, BESS and substation. It enables all three models below. O U R F O C U S POWERED LAND+ POWERED SHELL TURNKEY 8 O V E R V I E W Power is the common layer under every model; Powered Land+ is our capital-light entry point today
O U R B U S I N E S S M O D E L Who Does What | Fermi Scope vs. Customer Scope Fermi has three offerings; we choose by stage and by customer O U R F O C U S POWERED LAND+ POWERED SHELL TURNKEY Power Fermi Fermi Fermi Site Fermi Fermi Fermi Water, fiber, security Fermi Fermi Fermi Building Tenant Fermi Fermi Cooling, UPS, data halls Tenant Tenant Fermi GPUs and IT Tenant Tenant Tenant Fermi responsibility Tenant responsibility Fermi always delivers the power—each step to the right moves another layer, and more capital, from the tenant to Fermi 9 Landlord Tenant Tenant Tenant Tenant Tenant POWERED LAND FERMI'S THREE OFFERINGS NOT OFFERED BY FERMI
O U R B U S I N E S S M O D E L How We Make Money | Two Revenue Streams, One Triple-Net Lease WE SELL POWER $ per kW of Gross Power WE LEASE REAL ESTATE $ per kW of IT capacity $ FIXED How we get paid Escalating, take-or-pay, 15–20 years Capacity charge FIXED · ESCALATING · TAKE-OR-PAY Return on and of capital, O&M to deliver power Earns our return Base rent FIXED · ESCALATING · TAKE-OR-PAY Recovers site infrastructure, land lease and fixed investment Earns our return VARIABLE How we manage risk Passed through at cost to the tenant Energy charge VARIABLE · PASS-THROUGH Fuel at market and operating costs → Commodity risk stays with the tenant Common area (CAM) VARIABLE · PASS-THROUGH Operating costs, insurance and taxes, plus a fee → Cost risk stays with the tenant 10 Fixed charges are how we get paid; Pass-throughs are how we manage risk over 15–20 year leases
R E C E N T M A R K E T D E A L S E C O N O M I C S Cost and Revenue | Turnkey: ~3× the Capital for ~2.4× the Revenue Per MW of gross power (total facility): total range on top of each bar Cost to build, $M per MW of gross power Powered Land+ Powered Shell Turnkey Total capex (power + campus + shell + fit-out) Fixed charges, $ per kW of gross power per month (year 1) Powered Land+ $0.7–0.8M per MW-yr Powered Shell $0.8–1.0M per MW-yr Turnkey $1.6–2.0M per MW-yr Rates are not necessarily indicative of current rates or for large scale, behind-the-meter projects. Ranges are based on recent market deals and industry benchmarks for 45 deals announced between July 2024 and mid-October 2025, including: disclosed power and data center capex, comparable AI data center lease rates and third-party market studies. All figures in gross power terms (per MW / kW of total facility power); inputs quoted per kW of critical IT converted at 1.37× gross-to-IT, the average of recent market deals. Market Rates – July 2024 to mid-October 2026 Fixed charges (capacity + base rent) $3.9–5.1M $5.1–6.6M $12.1–15.0M $55–69 $64–80 $130–163 GROSS POWER BASIS 11 Source: Federal Reserve H.15, Enverus
Illustrative Value Creation | 1 GW of Gross Power NOI ÷ cap rate = enterprise value; − debt = equity value. Per GW of gross power, IG hyperscaler, 6.0% cap rate Turnkey Powered Shell Powered Land+ 1 GW gross, IG hyperscaler $146.4 $72.0 $61.7 Fixed charges, $/kW-mo (using midpoint of market rates) $1.41B $0.69B $0.59B NOI (80% margin) 6.0% 6.0% 6.0% ÷ Cap rate $23.4B $11.5B $9.9B = Implied enterprise value $10.8B $4.7B $3.6B − Debt (80% of capital) $12.6B $6.9B $6.3B = Implied equity value $7.9–12.6B $4.6–6.9B $4.3–6.3B Equity at 7.5% / 6.0% cap rate $13.6B $5.8B $4.5B Capital to build (using midpoint of market rates) $2.7B $1.2B $0.9B Equity (20% of capital) ILLUSTRATIVE CAP RATES IG hyperscaler 6.0% AI lab / private 7.5% Investment-grade credit support 7.0% GROSS POWER BASIS 12 Values are illustrative asset-level estimates based on market rates (see pg. 11), not forecasts of revenue, NOI, enterprise value, or equity value.
O U R B U S I N E S S M O D E L The Fermi Cube | Powered Land+: More Return, Less Risk Bubble area to scale with capex; illustrative capex range per MW of gross power below each bubble Illustrative Return ↑ High Low ← Risk Why Powered Land+ fits today About 1/3 of Turnkey's capital: $3.9–5.1M per MW of gross power vs. $12.1–15.0M. No data center build risk and ~12-month delivery. Matches what hyperscalers are asking for and today's capital markets. Power First, then operate One private power plant on Project Matador enables every model; we then operate the site over 15–20 year leases. Shells and fit-out add steel, supply chain and delivery risk, and more capital. Powered Land+ is less capital intensive and creates higher returns for equity holders Low High $3.9–5.1M/MW Powered Land+ $5.1–6.6M/MW Powered Shell $12.1–15.0M/MW Turnkey GROSS POWER BASIS 13 O U R F O C U S
Project Matador Progress
Draft – Pending Finalization Note: Stats shown are as of October 31, 2026 4.6 Miles of natural gas lines 11.3 Miles of fencing 7.2 Miles of water lines ~13.1 Million Sq. Feet (300 Acres) prepared 15 5 Gas turbines on site Advancing the Buildout at Project Matador
16 Fermi Power Fleet on the Move Onsite In transit GE 6Bs ALL ONSITE 100% O N S I T E 6 of 6 units onsite Fleet delivered Turbines 3/3 Generators 3/3 SGT-800s 8 IN TRANSIT 33% O N S I T E 4 of 12 units onsite Turbines 0/6 +1 steam turbine onsite F-Class 1 IN TRANSIT 83% O N S I T E 5 of 6 units onsite 1 turbine en route Turbines 2/3 Generators 3/3 Generators 4/6
17 SGT6-5000F GE TM2500 Siemens SGT-800 GE Vernova FR6B Asset • Two turbines on site • One turbine awaiting transport to site in late November/early December • All three generators on site • In Houston(1) • Site work already occurring (leveling, compacting), have secured step-up and step-down transformers • Procurement complete • 4 generators on site • 6 turbines and 2 generators in storage near Houston; awaiting transport in November • Foundations are prepped to be poured • All three turbines and generators are on site • Foundations poured at site Status 3 7 (1) 6 3 Number of Units 22 months(3) 2 months(2) 15 months 8 months Time to Power4 728 MW | 1,042 MW 126 MW | N/A 296 MW | 396 MW 116 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
18 Fermi Power Pipeline Note: Fermi Power is total sellable power at year end at elevation. Additional power is incremental to Fermi Power, from other sources. Bar lengths drawn to a common scale (MW). 600 MW Reserved for 2027 by Major Hyperscaler Fermi Turbines Owned 2,000 MW Natural gas generation Utility Power Contracted 200 MW Xcel power under ESA 2027 Maximum Power 925 MW Generation turbines and other equipment if all contracted Capacity Available for Delivery (MW) Scale: 1,000 MW 2027 2027 Fermi Power · 600 MW Additional Power 600 · Reserved 325 · Available 2028 2028 Fermi Power · 1,332 MW Additional Power 600 · Reserved 732 · Under review 760 · Available 2029 2029 Fermi Power · 2,000 MW Additional Power 600 · Reserved 1,400 · Under review 2,500 · Available
Financials
20 Q3 2026 Financial Summary $958M Debt, Net1 $1.67B Total PP&E, Net Invested $133M into PP&E in the Quarter $316M Cash and Restricted Cash Balance Sheet $55M Cash Used in Operations $142M Total G&A Expense Included Non-Cash Share-based Compensation and Advisor Fees $0.22 Net Loss per Share Net Loss of $142M Income and Cash Flow2 Note: For the nine months ended September 30, 2026, Investments in PP&E was $760 million and Cash Used in Operations was $111 million. 1. Net of unamortized debt issuance costs and discounts. 2. For the three months ended September 30, 2026.
21 Access to Liquidity: $1.2B of Commitments Turbine Warehouse $500M • Funding for three 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 • ~$445M outstanding as of September 30, 2026 EQUIPMENT High Voltage $120M • Funding for non-spinning electrical components • 12.9% per annum • ~$92M outstanding as of September 30, 2026 Turbine Warehouse II $165M • Funding for six Siemens Energy SGT-800 gas turbines • 12.0% per annum • ~$32M outstanding as of September 30, 2026 GENERAL Convertible Senior Notes $431M • Issued July 14, 2026, with a 5.00% coupon rate and net proceeds of ~$418M • Initial conversion price of ~$9.52 per share • Capped call transactions expected to reduce dilution with an effective price of $14.64 per share, representing a 100% premium to the closing price
Experienced and Respected Leadership Team Executive team includes a blend of respected industry veterans with both technical and public company leadership expertise One of the World's Largest Advanced Energy and AI Campus Sites One of the most significant infrastructure assets providing essential power to support AI-driven demand Attractive Return Profile Significant ability to scale and serve the world's most valuable companies Key Investment Highlights 22 Securing and Advancing Attractive Customers and Partnerships Secured agreements with partners and conducting ongoing discussions with multiple world-class counterparties Top-Tier Execution Secured permits, power generators, and equipment financing at exceptional speed and scale, set to deliver rapid speed to power Large, Attractive and Exclusive ~8,400 Acre Site Abundant and redundant access to natural gas, water and fiber (potential to harness nuclear) to deliver up to 17GW of power
Appendix
Decades of experience in energy development, power generation, project management, and project finance 24 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 2.0: Experienced and Respected Leadership Team Anna Bofa Chief Commercial Officer • Fermi Board Observer • Extensive technology experience at Google, Dropbox, Pinterest, and Meta Jacobo Ortiz Chief Operating Officer • Founded Las Brisas Property Mgmt. (8M+ sq ft); built $300M+ portfolio including Casa Costera, the first Apartments by Marriott Bonvoy® • 15 years at S.C. Johnson; led Glade PlugIns® Scented Oil development 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 George Wentz General Counsel • Founder of MAD Energy, a company focused on large-scale transitional energy infrastructure and next-generation energy technologies • Partner at Davillier Law Group Lee McIntire Chief Executive Officer • Fermi Board Member since September 2025 • 40+ years of leadership in large-scale, complex construction and engineering projects at Bechtel, CH2M Hill, and TerraPower
25 Summary of Convertible Senior Notes & Capped Call Terms Base Note Terms $431.25 million Aggregate Size 5.00% per annum (payable semi-annually) Coupon July 15, 2031 (~5 years) Maturity $7.32 (Closing Price on July 9th) Reference Price ~$9.52 per share Conversion Price 30% to the Reference Price Conversion Premium Capped Call Terms $14.64 per share Cap Price 100% to the Reference Price Effective Premium ~$34.5 million Upfront Cost Net share settled capped call Instrument Type Expected to reduce potential dilution between the $9.52 conversion price and the $14.64 cap price Dilution Mitigation Callable: On or after July 20, 2029 Trigger: Subject to a 130% stock price trigger (stock must trade at ≥130% of conversion price for at least 20 out of 30 consecutive trading days) Redemption Details Use of Proceeds ($ millions)
26 Hillcore "BOOT" Strategic Framework Agreement Build-own-operate-transfer partnership framework accelerates Fermi's speed to power advantage with an additional 2.6 GW and no additional capital or debt Up to ~2.6 GW Power capacity provided by Hillcore ~4.8 GW Total on-site generation including Fermi's 2.2 GW ~360 MW First Hillcore power targeted within 24 months of NTP $0 Fermi capital or debt for the plant2 1. Facility base rent is typically 65% - 75% of total revenue (excluding variable power cost passthrough). 2. Fermi guarantees PPA payments up to 12 months of fixed capacity charges. To learn more, visit: The Advantages of the Fermi & Hillcore Strategic Alliance Transaction Structure Hillcore role Funds, builds, owns, and operates the 2.6 GW of capacity Fermi funding No capital commitment or debt issuance Fermi commitment Every MW matched to contracted demand Deal economics Fermi retains 100% of customer base rent¹ Power split Generally, 50/50 with Hillcore until its 2.6 GW is leased to customers Fermi upside Purchase option at fair market value after year 10
27 SITE OVERVIEW | 17 GW Advanced Energy & AI Campus | ~8,400 Acres, One of the Largest Sites of its Kind in the World
28 Superior Positioning with Surrounding Water and Natural Gas Access 28
29 Natural Gas Infrastructure Gas Pipelines Gas Pipeline Arrival Gas Pipeline Installation Project Matador sits on the intersection of major pipelines with significant natural gas infrastructure. Firm delivery of clean natural gas at gigawatt scale. 29 29
30 Site Location Amarillo, TX Chicago, IL Chicago, IL ~15.84ms Oklahoma City, OK Oklahoma City, OK Dallas, TX Dallas, TX Denver, CO Denver, CO Phoenix, AZ Phoenix, AZ Las Vegas, NV Las Vegas, NV Reno, NV Reno, NV ~18.54ms ~23.18ms ~8.3ms ~5.02ms ~7.14ms ~20.28ms Site Location Amarillo, TX Site Location Amarillo, TX Chicago, IL ~15.84ms Oklahoma City, OK 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 30 Superior Access to Extensive, Redundant Fiber Networks
31 Glossary Definition Term Gigawatt GW Kilowatt kW Kilowatt month kW-mo Million M Million British Thermal Units per Day MMBtu/d Milliseconds ms Megawatt MW Not Applicable N/A Net Operating Income NOI Notice to Proceed NTP Original Equipment Manufacturer OEM Round-Trip Delay RTD Square Feet Sq Ft Texas Commission on Environmental Quality TCEQ
Investor Relations Rodrigo Acuna IR@fermiamerica.com 1845 Woodall Rodgers Freeway, Suite 1100 Dallas, TX 75201-2239 www.fermiamerica.com