Welcome to our dedicated page for Fermi SEC filings (Ticker: FRMI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Fermi Inc. filings document an emerging growth company developing private power and site infrastructure for Project Matador. Current reports describe common stock disclosure, material-event reporting, leadership and board changes, shareholder solicitation materials, and governance arrangements, including director nomination rights and charter-related control matters.
The company's 8-K filings also cover material definitive agreements and capital-structure matters, including equipment financing for Siemens Energy SGT-800 industrial gas turbines and related equipment for Project Matador. The filings identify operating subsidiaries used for project financing and disclose Regulation FD communications, shareholder voting matters, and operating and financial results categories.
Fermi Inc. is an early-stage developer of Project Matador, a private-grid powered AI data center campus in Texas. As of June 30, 2026, it had $1.76 billion in assets, largely $1.55 billion of construction in progress and land, but had not yet generated revenue.
For the six months ended June 30, 2026, Fermi recorded a net loss of $214.5 million and used $56.0 million in operating cash, while investing $626.2 million in property, plant, and equipment funded mainly by new equipment financings that raised total debt, net to $520.1 million. Cash and restricted cash totaled $91.7 million.
Management discloses that the capital-intensive build-out, lack of revenue, and large near-term commitments initially raised substantial doubt about Fermi’s ability to continue as a going concern, but concludes that existing cash, undrawn equipment facilities, $431.3 million of 5.00% convertible notes issued in July 2026, and the ability to sequence spending alleviate that doubt. Subsequent events include a 15-year TensorWave lease expected to deliver ~$6.5 billion in contracted revenue for 222 MW, an option to expand to 650 MW, and a framework with Hillcore under which Hillcore would finance and own up to 2.6 GW of gas, solar, and storage capacity, potentially reducing Fermi’s direct power capex.
Fermi Inc. reported an updated ownership position for shareholder Robert Randolph Neugebauer. As of June 30, 2026, he is deemed to beneficially own 11,544,870 shares of Fermi common stock through two 1998 Children's Trusts for Nathan R. and Noah T. Neugebauer.
Based on 638,083,359 shares outstanding as of June 10, 2026, this represents approximately 1.8% of Fermi’s common stock. The filing notes that Neugebauer has ceased to be the beneficial owner of more than five percent of the class. He reports no sole voting or dispositive power, and shared voting and dispositive power over all reported shares as trustee, while disclaiming beneficial ownership except to the extent of his pecuniary interest.
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.
Caddis Holdings, LP and Griffin Perry report a significant ownership position in Fermi Inc. They beneficially own 52,256,833 shares of Fermi Inc. common stock, representing 8.2% of the outstanding class, based on 637,574,239 shares outstanding as of May 11, 2026.
All 52,256,833 shares are directly held by Caddis Holdings, LP, with shared voting and shared dispositive power over these shares and no sole voting or dispositive power. Griffin Perry, as a manager of Caddis Capital, LLC, the general partner of Caddis Holdings, LP, may be deemed to share beneficial ownership of these securities but disclaims beneficial ownership except to the extent of his pecuniary interest.
The reporting persons previously reported their holdings on Schedule 13D and now report them on Schedule 13G under the Exchange Act. Fermi Inc. is identified as the issuer of the common stock with CUSIP 314911108.
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.