Every 8-K that Fermi Inc. (FRMI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FRMI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FRMI filings page.
Fermi Inc. (FRMI) disclosed that its first annual meeting of stockholders will be held on October 30, 2026, with a record date of August 31, 2026 for stockholders entitled to receive notice and vote. Detailed time, location, and agenda will be provided in a forthcoming proxy statement filed with the SEC.
Stockholder proposals under Rule 14a-8, as well as other director nominations and proposals under the Company’s Bylaws and the universal proxy rules, must be received by September 10, 2026 at Fermi’s Dallas address. Fermi also reports that independent director Lee McIntire was appointed Chief Executive Officer effective August 11, 2026, resigned from the Audit Committee, and that independent director Jeffrey Stein was appointed to the Audit Committee on August 25, 2026.
Fermi Inc. appointed Lee McIntire as Chief Executive Officer effective August 11, 2026, while he continues to serve as a director without additional director fees. Under an Employment Agreement, he receives an annual base salary of $750,000, is eligible for a target annual bonus equal to 100% of base salary with a maximum of 200% of the target bonus, and a monthly housing allowance of $15,000. He will participate in the company’s 2025 Long-Term Incentive Plan and is to receive restricted stock units with a grant date fair market value of $3,000,000, which cliff vest after one year, subject to continued employment, with specified accelerated vesting upon certain termination or change in control events.
Fermi Inc. is transitioning from development toward construction of its Project Matador AI power campus while remaining pre-revenue and loss-making. For the quarter ended June 30, 2026, it reported a net loss of $25.8 million, or $0.04 per share, driven by $26.8 million of general and administrative expenses. Cash and restricted cash totaled $91.7 million, with heavy capital investment bringing property, plant, and equipment to $1.55 billion and debt to $520.1 million.
Commercially, Fermi signed its first anchor customer, a 15-year turnkey binding lease with TensorWave for 222 MW of power at Project Matador, expected to generate approximately $6.5 billion of revenue over the contract term, with options that could expand total facility power to about 650 MW. It also formed a build-own-operate-transfer alliance with Hillcore for about 2.6 GW of additional generation, targeting 4.8 GW of on-site power within roughly 30 months without Fermi committing capital or issuing debt for that plant.
Liquidity was bolstered in July through the issuance of more than $431 million of 5.00% Convertible Senior Notes due 2031, producing $416.8 million of net proceeds before $34.5 million of capped call costs. The notes have an initial conversion price of about $9.52 per share, with capped call transactions designed to prevent dilution up to an effective strike price of $14.64 per share. The company highlights a path to approximately 200 MW of initial commercial power over the next six months and about 1.5 GW over 18 to 24 months, subject to binding customer agreements and approvals.
Fermi Inc. appointed four senior officers, effective July 22, 2026: George Wentz as General Counsel, Anna Bofa as Chief Commercial Officer, Jacobo Ortiz as Chief Operating Officer and Rob Masson as Chief Financial Officer, each under Employment Agreements with an initial five-year term. Ms. Bofa and Mr. Ortiz will also continue as Co-Chairs of the Interim Office of the CEO.
The agreements provide annualized base salaries of $500,000 for Wentz, Bofa and Ortiz and $650,000 for Masson, with target annual bonuses equal to 100% of base salary and a maximum equal to 200% of the target bonus. Severance includes 18 months of base salary, 1.5x target bonus, the prior year’s unpaid bonus and up to 18 months of subsidized COBRA coverage, with additional accelerated vesting features for certain sign-on equity awards. Under the 2025 Long-Term Incentive Plan, they receive equity awards with grant date values from $2,250,000 to $3,000,000, plus substantial sign-on restricted stock unit grants, some of which vest immediately and others over multi-year schedules.
Fermi Inc. reports that director Miles Everson resigned from the Board of Directors, effective immediately on July 10, 2026. The company later received a response letter from Mr. Everson dated July 19, 2026, which is included as Exhibit 17.1 as part of this disclosure.
Fermi Inc. entered into an Indenture and completed a private offering of $431.25 million aggregate principal amount of 5.00% convertible senior notes due 2031 to persons reasonably believed to be qualified institutional buyers under Rule 144A. The Notes bear 5.00% annual cash interest, payable semi-annually, and mature on July 15, 2031, unless earlier converted, redeemed or repurchased.
Net proceeds were about $416.81 million, of which Fermi used roughly $34.5 million to purchase capped call transactions with a cap price of $14.64 per share that are expected to reduce potential dilution or offset cash payments upon conversion. The initial conversion rate is 105.0862 shares per $1,000 principal amount (conversion price about $9.52 per share), with a maximum conversion rate of 136.6120 shares, implying up to 58,913,925 shares issuable, subject to customary adjustments. The Notes rank as Fermi’s general unsecured senior obligations and are intended to strengthen liquidity and support development of Project Matador, a large advanced energy and AI campus in the Texas Panhandle.
Fermi Inc. reported that on July 10, 2026, director Miles Everson, a designee of Toby Neugebauer, resigned from the Board effective immediately. He did not serve on any Board committees at the time of his resignation.
In his resignation letter, Everson cited a disagreement with the company regarding his access to certain books and records and the Board’s decision to delegate oversight of certain financing transactions to the Finance Committee. The company states that he was given full access to its books and records except for materials related to pending litigation involving Neugebauer, and that Everson had approved the establishment of the Finance Committee and its delegated responsibilities. His resignation letter is filed as Exhibit 17.1.
Fermi Inc. plans a private offering of $350 million in convertible senior notes due 2031 to qualified institutional buyers, with an option for initial purchasers to buy an additional $52.5 million. The company expects to use the proceeds mainly for capped call transactions designed to limit share dilution and for general corporate purposes.
Fermi also discloses that it deferred its earlier plan to elect REIT tax status for 2025 and now expects to elect and qualify as a REIT beginning with its 2026 tax year, though this is not assured. The filing highlights ongoing litigation and governance disputes involving the former chief executive and related parties, which could increase costs, create uncertainty over control of the company, and affect business performance. A capitalization table shows pro forma increases in cash and total indebtedness after the notes offering.
Fermi Inc. reported first quarter 2026 results alongside a major build‑out of its AI-focused power campus. The company recorded a net loss of $188.7 million, or $0.30 per diluted share, driven largely by $134 million of non-cash share-based compensation and a $25 million loss on extinguishment of its Macquarie term loan.
Fermi has invested heavily in Project Matador, with property, plant and equipment rising to about $1.43 billion as of March 31, 2026 after deploying $441 million of capital in the quarter. Total assets reached $1.78 billion, funded in part by $421 million of debt and $1.07 billion of stockholders’ equity.
Liquidity included $243 million of cash and restricted cash and nearly $1 billion of equipment and corporate financing commitments, such as a $500 million MUFG facility and a $156 million Yorkville commitment. Operationally, Fermi secured over 2 GW of power generation, obtained a roughly 6 GW Clean Air Permit, advanced additional permitting toward a potential 17 GW, and continued construction on its 7,500‑acre Project Matador site to support hyperscale AI tenants.
Fermi Inc. reported that its board approved an amendment and restatement of the company’s Bylaws, effective May 13, 2026. The key change is a new supermajority vote requirement for shareholders to modify certain governance provisions.
Under revised Article IX, any shareholder proposal to change Section 3.2 on the number and tenure of directors or Article IX on amendments now needs approval from at least 70% of all classes of stock entitled to vote in director elections, voting as a single class. The full Amended and Restated Bylaws are provided as an exhibit.
Fermi Inc. appointed its Chief Power Officer, Larry Kellerman, to the board of directors effective May 4, 2026. He was nominated by Vicksburg Equity Holdings, LLC under a previously disclosed Director Nomination Agreement and fills the vacancy created by Melissa Neugebauer’s prior departure.
Mr. Kellerman will serve as a Class III director with an initial term expiring at the company’s 2028 annual meeting, or until earlier resignation, death or removal. The board has not changed his compensation in connection with this role and commits to disclose any future material compensatory arrangements.
Fermi Inc. appointed Robert L. Masson as Interim Chief Financial Officer and principal financial officer effective April 29, 2026, while it searches for a permanent successor. Masson, age 55, has over 20 years of finance leadership experience across the aerospace, defense, and industrial sectors.
His prior roles include Chief Financial Officer positions at Noble Supply and Logistics, Latham Group, and Hypertherm, as well as senior finance roles at Flowserve and Raytheon Technologies after earlier service as a U.S. Navy Lieutenant and Naval Aviator. The board has not yet approved compensation for his interim role and states there are no related-party or conflict-of-interest relationships requiring disclosure.
Fermi Inc. is launching a strategic evolution dubbed “Fermi 2.0”, reshaping its leadership and governance while reinforcing its focus on Project Matador and long-term growth. Lead independent director Marius Haas becomes Chairman, and co-founder Toby Neugebauer steps down as CEO but remains on the Board.
The Board created an Office of the CEO, appointing Jacobo Ortiz Blanes and Anna Bofa as Co-Presidents to oversee day-to-day operations during the CEO search led by Heidrick & Struggles. Miles Everson resigned as Chief Financial Officer and Secretary, without “Good Reason” under his employment agreement, and now serves as a Class III director.
Fermi also expanded its Board by appointing Jeffrey S. Stein as a Class II director, bringing restructuring and energy-sector experience. As part of Fermi 2.0, the company will establish a new corporate headquarters in Dallas and build out office space at its Project Matador site in Amarillo, aiming to support its next-generation private electric grid vision.
Fermi Inc. announced a leadership change and board expansion. On April 17, 2026, Chief Executive Officer Toby Neugebauer departed his role. The Board created an Interim Office of the CEO made up of Chief Operating Officer Jacobo Ortiz and board observer Anna Bofa while a search for a new CEO is conducted.
Under a Director Nomination Agreement, the Melissa A. Neugebauer 2020 Trust nominated Chief Financial Officer Miles Everson to the Board, and the Board approved his nomination. In connection with this appointment, the Board increased its size from five to seven directors. The company expects to release additional details on April 20, 2026.
Fermi Inc. reported its first-year results from inception on January 10, 2025 through December 31, 2025, pairing heavy upfront investment with a large accounting loss as it builds Project Matador, a massive private power campus for AI workloads in Texas.
The company recorded a GAAP net loss of $486.4 million, driven mainly by $441.8 million of non-cash items such as a charitable share contribution, fair value losses on financing instruments, and share-based compensation, while cash used in operations was $34.2 million. Fermi raised roughly $1.0 billion of cash via equity and debt, completed a dual-listed IPO with $745.6 million in net proceeds, and invested about $570.3 million into property, plant, and equipment tied to Project Matador.
By year-end, total assets reached about $1.41 billion, including $935.3 million of property, plant, and equipment and $408.5 million of cash. The company secured an approximately 6 GW natural-gas clean air permit, filed for an additional ~5 GW, contracted and financed multi-gigawatt turbine fleets, advanced a nuclear Combined Operating License Application for four AP1000 reactors, and reported active but still non-binding tenant discussions for its AI campus.
Fermi Inc. has arranged a senior secured term loan facility of up to $165.0 million to finance six Siemens SGT-800 gas turbines and related equipment for Project Matador. The loan, provided under an Equipment Supply Loan Financing Agreement with Beal lenders, sits at the FTW II subsidiary level.
Each borrowing bears interest at 12.00% per annum, rising to 14.00% upon default, with an unused commitment fee of 1% on undrawn amounts. The loans mature 33 months after closing, when FTW II must also pay an exit fee of $37.0 million less cumulative interest and commitment fees paid.
The obligations are secured by a first-priority lien on the financed equipment and related collateral. Fermi Inc., through its subsidiaries, guarantees FTW II’s obligations and must contribute at least $5,490,000 of equity toward progress payments under the Siemens equipment supply agreement, subject to customary covenants and events of default.
Fermi Inc., through its subsidiary Fermi High Voltage Warehouse LLC, has entered into a senior secured credit facility of up to $120,000,000 to finance equipment for its Project Matador. The facility can be increased by up to an additional $100,000,000 under an accordion feature.
The loan is structured under two promissory notes bearing interest at 12.90% per annum and maturing on August 19, 2031, with initial interest-only payments followed by amortizing payments after a conversion date. Advances fund up to 80% of each equipment purchase, with the borrower contributing the remaining 20%.
The debt is secured by the Project Matador equipment, substantially all of the borrower’s assets, a pledge of the borrower’s equity, and a controlled deposit account. Fermi Inc. has provided a limited guaranty for up to 25% of the principal and must maintain at least $20,000,000 of liquidity until obligations are repaid or an approved customer agreement is executed.
Fermi Inc. entered into a senior secured equipment loan warehouse facility with MUFG Bank for up to $500,000,000 to support its AI-focused Project Matador campus and broader turbine fleet. A Fermi subsidiary will borrow under an Equipment Supply Loan Financing Agreement maturing eighteen months after the closing date.
Loans bear interest at Term SOFR or Daily Simple SOFR plus 4% and can be drawn for nine months. Proceeds will fund three Siemens Energy F-class gas turbines, pay $168,300,000 to Siemens Energy, refinance an existing term loan, cover fees and reserves, and support additional turbine deployment. The facility is secured by turbine-related assets and equity pledges and includes loan-to-value covenants with target ratios of 65% for delivered and 55% for undelivered equipment.