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Fermi signs $6.5B, 15-year TensorWave lease

Phased delivery begins in Q4 2027 and completes in early 2028; the initial term also includes 2 five-year renewal options.

(Moderate)

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.

Form Type
8-K

Rhea-AI Filing Summary

Fermi Inc. disclosed a binding 15-year phase one lease with TensorWave, with $6.5 billion in contracted revenue over the initial term. The lease covers 222 MW of total power capacity, including 156 MW of critical IT capacity. Phased delivery is scheduled to begin in Q4 2027 and complete in early 2028. The term includes 2 five-year renewal options and 2.5% annual escalators.

Under the turnkey structure, Fermi develops, builds and delivers the facility, with TensorWave taking occupancy in phases. Fermi estimates a phase one project-level NOI margin of approximately 75%–80%, a non-GAAP measure based on fixed lease payments less specified non-reimbursable operating expenses. It excludes variable power charges passed through to TensorWave and associated variable power costs, as well as depreciation and amortization, selling, general and administrative expenses, interest expense and capital expenditures. AMD credit support is stated to begin after construction is complete and rent commences on the final delivery phase, subject to customary conditions, and supports project financing.

1 point · 1 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

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.

0 major · 0 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Major point. Forward-looking: it has not happened yet and may not happen.TensorWave lease lists $6.5 billion in phase one contracted revenue over a 15-year initial term. 2.7× market cap

Negative

  • None.

Filing Explained

AMD credit support may end early if TensorWave or its guarantor holds an investment-grade rating for a consecutive period.

This 8-K furnishes a fact sheet with additional economic details on the binding TensorWave phase-one lease. Fermi provides separate per-MW estimates for power capital costs and turnkey data-center costs, using different capacity bases.

The fact sheet says AMD credit support may end early if TensorWave or its guarantor holds an investment-grade rating for a consecutive period.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Phase one contracted revenue $6.5 billion Over the 15-year initial term
Initial lease term 15-year Phase one lease
Total power capacity 222 MW Phase one
Critical IT capacity 156 MW Phase one
Phased delivery begins Q4 2027 TensorWave occupancy begins in phases
Phased delivery completes early 2028 Phase one
Annual escalators 2.5% Lease highlights
Expected Project NOI margin approximately 75%–80% Estimated phase one project-level margin; non-GAAP measure
Expected Project NOI financial
"expected fixed lease payments under the lease"
Expected Project NOI margin financial
"expected Project NOI divided by expected fixed lease payments"
critical IT capacity technical
"156 MW Critical IT capacity"
Essential computing resources and services a company needs to run its core operations—such as servers, networks, cloud capacity, data storage, security, and business applications. Investors care because shortages, outages, or underinvestment can halt sales, trigger regulatory fines, or damage reputation, while excess or well-scaled capacity supports growth and efficiency; think of it as a company’s power grid and plumbing—if it fails, everything else stops.
variable power charges financial
"variable power charges are passed through"
turnkey lease technical
"Turnkey lease - Fermi develops, builds, and delivers"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue does Fermi (FRMI) expect from the TensorWave lease?

The phase one lease lists $6.5 billion in contracted revenue over a 15-year initial term. It also includes 2 five-year renewal options.

What capacity and delivery schedule does the Fermi (FRMI) TensorWave lease cover?

The lease covers 222 MW of total power capacity, including 156 MW of critical IT capacity. Phased delivery begins in Q4 2027 and completes in early 2028.

When does AMD's credit support for the Fermi (FRMI) lease begin and end?

AMD's obligations begin only after construction is complete and rent commences on the final delivery phase, subject to customary conditions. The credit support ends early if TensorWave or its guarantor holds an investment-grade rating for 12 consecutive months.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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) October 14, 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.)

 

1845 Woodall Rodgers Fwy, Suite 1100

Dallas, TX 75201

  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 7.01. Regulation FD Disclosure.

 

On October 14, 2026, Fermi Inc. (the “Company”) posted a fact sheet containing additional information regarding its lease with TensorWave at the Project Matador site to its website at https://investor.fermiamerica.com/events-presentations. The fact sheet is furnished as Exhibit 99.1 and is incorporated herein by reference. The Company undertakes no obligation to update, supplement, or amend the materials attached hereto as Exhibit 99.1.

 

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is intended to be furnished 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, nor shall it be deemed incorporated by reference in any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Cautionary Note Regarding Forward-Looking Statements

 

Statements contained in this Current Report on Form 8-K contain forward-looking statements within the meaning of the federal securities law. These statements are based on current expectations and assumptions and are subject to risks and uncertainties, any of which could cause actual results to differ materially.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   TensorWave Fact Sheet, dated October 14, 2026

 

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: October 14, 2026 By: /s/ George Wentz
  Name:  George Wentz
  Title: General Counsel

 

2

 

Exhibit 99.1

 

NASDAQ / LSE: FRMI The TensorWave Lease | $6.5B over 15 Years A binding 15 - year phase one lease for 222 MW of total power capacity, backed by credit support from AMD $6.5B Phase one contracted revenue over the 15 - year initial term 222 MW Phase one total power capacity 156 MW Critical IT capacity Q4 2027 Phased delivery begins; completes early 2028 LEASE HIGHLIGHTS • Term: 15 - year initial term with two 5 - year renewal options; 2.5% annual escalators • Structure: Turnkey lease - Fermi develops, builds, and delivers; TensorWave takes occupancy in phases from Q4 2027 • Economics: Estimated phase one project - level NOI margin of approximately 75% - 80%; natural gas and variable power charges are passed through • Unit costs: Power capex of $3 - 4M per MW of total power capacity; turnkey data center capex of $10 - 12M per MW of critical IT capacity • AMD (A/stable S&P, A1/stable Moody’s) credit support: Signed - credit support beginning once construction is complete and rent starts; supports project financing THE TENANT • TensorWave : Fast - growing AI cloud built exclusively on AMD Instinct GPUs - among the world's largest all - AMD deployments • Backing: $350M Series B raised; investors include AMD, Magnetar, Maverick Silicon, and Nexus Venture Partners • Scale: >2 GW of secured capacity across its platform • Credit support: Credit support agreement with investment - grade AMD ; ends early if TensorWave or its guarantor holds an investment - grade rating for 12 consecutive months

 

 

 

NASDAQ / LSE: FRMI 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, cons truction timelines, permitting and regulatory approvals, tenant agreements, financing activities, generation capacity, future expansion of Project Matador, and anticipated operational miles ton es. These statements are based on current expectations and assumptions and are subject to known and unknown risks, uncertainties, an d 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 a bility 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; counterpa rty performance; and broader economic, regulatory, and market conditions. Statements regarding potential generation capacity in excess of currently permitted levels, including any reference to expans ion 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, an d 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 su bject to the closing of pending acquisitions, land availability, and other factors, and there can be no assurance that such acreage will be realized. Statements regarding the AMD backstop agreement and related project financing arrangements are subject to customary condition s, including that AMD’s obligations begin only after construction is complete and rent commences on the final delivery phase, and are qualified in their entirety by the terms of the applicabl e a greements. 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 filing s with the Securities and Exchange Commission. Non - GAAP Financial Measures This presentation includes expected Project NOI and expected Project NOI margin for the TensorWave phase one lease, which are non - GAAP financial measures. The Company defines expected Project NOI as expected fixed lease payments under the lease (base rent and fixed capacity charges, including fixed contractu al 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. Expected Project NOI margin is expected Project NOI divided by ex pec ted fixed lease payments. These measures exclude variable power charges passed through to the tenant and the associated variable power costs, and exclude depreciation and amortization , s elling, general and administrative expenses, interest expense and capital expenditures. The Company believes these measures are useful to investors in evaluating the expected operating perfor man ce of the lease, and management uses them for that purpose. They have limitations as analytical tools 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 expected Project NOI. The Company has not provided a reconciliation of these measures to operating income because the facility has not commenced operations and the Company cannot predict without unreasonable effort certain items re qui red 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 adminis trative expenses. These items could be significant. Other companies, including real estate investment trusts, may calculate similarly titled measures differently.

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