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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)
February 10, 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.
On February 10, 2026 (the “Closing
Date”), Fermi Inc. (the “Company”) successfully consummated a strategic financing (the “MUFG Equipment
Financing”) with MUFG Bank, Ltd. (“MUFG”), one of the 10 largest financial groups, in accordance with its
previously disclosed capital plan to support the development of its AI-powered data center campus in Amarillo, Texas (“Project
Matador”). The MUFG Equipment Financing enables the Company to fund the acquisition of three Siemens Energy F-class gas
turbine units and related equipment for Project Matador, refinance the Company’s existing term loan facility, and support the
delivery, construction, and deployment of turbines across Fermi’s existing fleet. Capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the Credit Agreement (as defined below).
Generally
On February 10, 2026, Fermi Turbine Warehouse LLC, a Texas limited
liability company and an indirect, wholly-owned subsidiary of the Company (“Borrower”), entered into an Equipment Supply Loan
Financing Agreement (the “Credit Agreement”) with Firebird Equipment Holdco, LLC, a Delaware limited liability company, as
subsidiary guarantor (the “Subsidiary Guarantor”), and MUFG, as administrative agent for the lenders (in such capacity, “Administrative
Agent”) and sole lender.
The Credit Agreement provides for a senior secured equipment loan warehouse
facility in an aggregate principal amount of up to $500,000,000 (the “Total Loan Commitment”). Borrowings under the Credit
Agreement may be made from the Closing Date through the nine-month anniversary of the Closing Date. Each loan under the Credit Agreement
bears interest at a rate per annum equal to (i) in the case of Term SOFR Loans, the Term SOFR rate for the applicable interest period
plus 4.0% per annum, or (ii) in the case of RFR Loans, Daily Simple SOFR plus 4.0% per annum.
Use of Proceeds
Proceeds of the loans under the Credit
Agreement may be used to (i) pay equipment acquisition costs or make distributions to the Company or its affiliates to reimburse for
equipment acquisition costs paid prior to the Closing Date, (ii) pay fees and transaction costs, (iii) fund required reserve
accounts, and (iv) make distributions to the Company to repay existing indebtedness of the Company or its affiliates in respect of
qualified equipment to be financed under the Credit Agreement. Proceeds of borrowings on the Closing Date in respect of Siemens
Energy F-Class Equipment will be used, in part, to make a payment to Siemens Energy in an amount equal to $168,300,000 pursuant to
the applicable equipment purchase agreement.
Maturity and Repayment
The loans under the Credit Agreement mature on the eighteen-month anniversary
of the Closing Date. The Borrower is required to repay (i) on each quarterly payment date, the minimum principal payment then due and
owing, and (ii) on the loan maturity date, the remaining unpaid principal amount of all loans plus any other obligations under the financing
documents. Prior to the nine-month anniversary of the Closing Date, no minimum principal payment is due. Thereafter, the minimum principal
payment is (a) 10% of the aggregate principal amount of loans outstanding if no lease or offtake agreement with respect to the first phase
of Project Matador for at least 400 MW of power has been signed prior to the nine-month anniversary of the Credit Agreement, or (b) 5%
of the aggregate principal amount of loans outstanding if such a lease or offtake agreement has been signed prior to such anniversary.
The loans under the Credit Agreement may be voluntarily prepaid at
any time (subject to customary minimum amounts) without penalty or premium other than any customary breakage amounts. The Credit Agreement
requires customary mandatory prepayments upon the occurrence of certain events, including casualty losses and dispositions of equipment
or other collateral assets, in each case, in amounts calculated pursuant to the formula and valuation criteria set forth in the Credit
Agreement.
Security and Guaranty
The obligations under the Credit Agreement are secured by, among other
things, (i) a pledge by Borrower’s parent, Fermi Turbine HoldCo LLC, a Texas limited liability company, of 100% of its membership
interests in the Borrower, (ii) a security interest in all assets of the Borrower and Subsidiary Guarantor, including all equipment, and
(iii) all of Borrower’s collateral accounts and amounts on deposit therein.
Financial and Other Covenants
The Credit Agreement also contains customary negative covenants that,
among other things, restrict the ability of each loan party to (i) incur additional indebtedness, (ii) create liens on assets other than
permitted liens, (iii) make certain investments, (iv) sell, lease, or transfer assets except as permitted, (v) make distributions other
than as provided in the account agreement, (vi) engage in transactions with affiliates, and (vii) permit a change of control.
Loan-to-Value Requirements
The Credit Agreement imposes loan-to-value requirements on the collateral.
The target loan-to-value ratio for delivered equipment is 65%, and the target loan-to-value ratio for undelivered equipment is 55%. If
the loan-to-value ratio exceeds the applicable target ratio for more than thirty consecutive days following an updated appraisal with
a value more than 2% lower than the initial appraisal for such equipment, an event of default will occur unless the applicable shortfall
amount is paid within such thirty-day period.
The foregoing description of the Credit Agreement is not intended to
be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1, to this Current
Report on Form 8-K and incorporated into this Item 1.01 by reference.
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 under Item 1.01 of this Current Report on
Form 8-K is incorporated into this Item 2.03 by reference.
Item 7.01 Regulation FD.
On February 10, 2026, the Company issued a press release relating
to the MUFG Equipment Financing. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and in Exhibit
99.1 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 such section, nor will such information be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1# |
|
Equipment Supply Loan Financing Agreement, dated February 10, 2026 among Fermi Turbine Warehouse LLC, as borrower, Firebird Equipment Holdco, LLC, as subsidiary guarantor, and MUFG Bank, Ltd., as administrative agent and lender. |
| 99.1 |
|
Press Release, dated February 10, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| # | Certain schedules, annexes and similar attachments have been
omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted exhibit or
schedule to the SEC or its staff upon request. |
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: February 10, 2026 |
By: |
/s/ Miles Everson |
| |
Name: |
Miles Everson |
| |
Title: |
Chief Financial Officer |
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Exhibit 99.1
Leading
Global Power and Infrastructure Financial Institution MUFG Backs Fermi AmericaTM with $500 Million Equipment Loan to Accelerate
11GW Private Energy Campus
| ● | MUFG
Boasts Deep Experience Supporting Large-Scale Energy Projects Worldwide |
| ● | Prepares
Fermi AmericaTM to Deliver on First 2.3GW of Power in Years Ahead |
(AMARILLO,
Texas) February 10, 2026: Fermi Inc. (d/b/a Fermi America)
(Nasdaq & LSE: FRMI), operating as Fermi AmericaTM,
in partnership with the Texas Tech University System, announced today that it has secured a $500 million financing commitment from MUFG
Bank, Ltd. (MUFG), one of the 10 largest global financial groups. MUFG’s financing serves as a solid institutional backing of Fermi
America’s strategy and further strengthens the ability to deliver the first 2.3 of 11 gigawatts of long-duration, reliable power
at scale.
MUFG
is the global project finance leader providing tailored solutions to clients for power generation, digital infrastructure, transportation
infrastructure, and natural resources. MUFG has extensive experience leading multi-billion-dollar project financing for large-scale power
and data center developments.
Proceeds
from the financing will be used to fund the acquisition of three Siemens Energy F-class gas turbines (previously announced), a proven
industrial frame class asset widely deployed across large-scale, mission-critical power infrastructure globally. Fermi America also recognizes
Siemens Energy for its partnership and support in securing these long-lead, high-demand gas generation assets, which are central to its
near-term power delivery timeline. Fermi America will use remaining loan proceeds to repay a pre-existing loan and initiate the delivery,
complete construction, and deployment of additional turbines within Fermi’s fleet. The transaction strengthens near-term execution
certainty and enhances Fermi America’s positioning for future project-level financing as the platform scales.
The
financing follows a rapid period of execution since Fermi America’s launch. In just 150 days, Fermi America has advanced licensing,
secured long-term site control, brought in top-tier construction partners, strengthened its capital base, and accelerated key infrastructure
to support the delivery of clean, reliable power at scale.
Key
Financing Highlights
| ● | $500
million non-recourse turbine “warehouse” facility with MUFG |
| | | |
| ● | Repeatable
structure designed to support future gigawatt-scale equipment purchases prior to project
financing |
| ● | Satisfies
the acquisition of three Siemens Energy SGT6-5000F turbines |
| ● | Turbine
deliveries beginning as early as 1H 2026 |
| | | |
| ● | Solidifies
over 2 gigawatts of total controlled generation capacity |
“This
financing puts real muscle behind our strategy - securing long-lead equipment early, staying ahead of the market, and executing with
certainty,” said Toby Neugebauer, Chief Executive Officer and Co-Founder of Fermi America. “We’re doing what most people
said was unthinkable - and we’re doing it at Fermi speed.”
“MUFG
has been an exceptional partner throughout this process,” affirmed John Donovan, Executive Vice President of Capital Markets for
Fermi America. “They recognized the importance of execution certainty and coordinated globally across multiple teams to deliver
the financing on an accelerated timeline. The agreement reflects not only strong execution, but a deepening relationship that we look
forward to expanding across the institution as we continue to scale our platform.”
“MUFG
is pleased to support the early stage of Fermi America’s buildout with this equipment financing, marking an initial step toward
what will become the largest power and AI datacenter campus,” said Daniel Seltzer, Head of Infrastructure, Project Finance and
Terry McKay, International Co-Head of Global Structured Solutions of MUFG. “We’re impressed by what the Fermi team has achieved
so far and by the pace at which they’re moving. We look forward to continuing our collaboration in the years ahead.”
For
media inquiries:
Lexi
Swearingen
Media@FermiAmerica.com
Fermi
AmericaTM official business information
Legal
Entity: Fermi Inc. (d/b/a Fermi America) (Nasdaq & LSE: FRMI)
Brand
Name: Fermi AmericaTM
Address:
620 S Taylor St #301 Amarillo, TX 79101-2436
Website: https://fermiamerica.com/
About
Fermi AmericaTM:
Fermi
AmericaTM (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. Co-founded by
former U.S. Energy Secretary Rick Perry, and Co-Founder and former Co-Managing Partner of Quantum Energy, Toby Neugebauer, Fermi
AmericaTM 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
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.
About
MUFG and MUFG Americas:
Mitsubishi
UFJ Financial Group, Inc. (MUFG) is one of the world’s leading financial groups. Headquartered in Tokyo with over 360 years of
history, MUFG has a global network with approximately 2,000 locations in more than 40 countries. The Group has about 150,000 employees
and offers services including commercial banking, trust banking, securities, credit cards, consumer finance, asset management, and leasing.
The Group aims to “be the world’s most trusted financial group” through close collaboration among our operating companies
and flexible response to all of the financial needs of our customers, serving society, and fostering shared and sustainable growth for
a better world. MUFG’s shares trade on the Tokyo, Nagoya, and New York stock exchanges. For more information, visit https://www.mufg.jp/english.
MUFG’s
Americas operations, including its offices in the U.S., Latin America, and Canada, are primarily organized under MUFG Bank, Ltd. and
subsidiaries, and are focused on Global Corporate and Investment Banking, Japanese Corporate Banking, and Global Markets. MUFG is
one of the largest internationally headquartered financial institutions in the Americas. For locations, banking capabilities and
services, career opportunities, and more, visit www.mufgamericas.com.
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