Fermi Inc. (FRMI) SEC Filings & Earnings Calls

Debt covenant waiver indicates potential financial strain; $25M fee is a cash outflow

“Amendment eliminates covenant requiring lease/offtake for 400 MW; paid $25M fees”

Construction and permitting risks for large-scale data center and power generation assets.

“risks associated with large-scale construction and infrastructure development; interconnection availability and grid constraints” · word for word

Counterparty risk: TensorWave is a private, fast-growing AI cloud with $350M Series B; credit support from AMD mitigates but not eliminates risk.

“Credit support agreement with investment-grade AMD; ends early if TensorWave or its guarantor holds an investment-grade rating for 12 consecutive months” · word for word

Regulatory and permitting risks, including NRC and TCEQ approvals.

“our ability to obtain and maintain required permits and regulatory approvals, including from the NRC and TCEQ”

Leadership and Governance Risk

“Toby R. Neugebauer served as Co-Founder and Chief Executive Officer of the Company from its inception until April 17, 2026, when he was removed from the role of CEO by the Board. On April 30, 2026, Mr. Neugebauer's employment was terminated for cause.” · word for word

Litigation Risk

“On May 1, 2026, our former CEO, Mr. Neugebauer, filed a verified petition and application for temporary restraining order and temporary injunction in the Business Court of the State of Texas, First Division, captioned Neugebauer v. Fermi Inc., et al.” · word for word

Project Execution Risk

“our business model is highly dependent on the successful construction, development, leasing, and continued maintenance of Project Matador” · word for word

CEO change may signal strategic shift; no performance metrics disclosed.

“Appointment of new CEO; no discussion of prior performance or transition reasons.”

Pre-revenue with no operating history

“We were formed in January 2025 and have not generated revenue to date.” · word for word

Substantial debt and liquidity risk

“Our business may not generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures.” · word for word

Dilution risk from convertible notes

“Conversion of the Notes may dilute the ownership interest of our shareholders or may otherwise depress the price of our common stock.” · word for word

REIT election deferred indefinitely

“We have determined to defer our REIT election. ... It is possible that we will never make a REIT election.” · word for word

Project execution risk; construction and regulatory approvals needed for power generation.

“Path to first power subject to binding customer agreements and approvals.”

Customer concentration risk; first anchor customer is TensorWave.

“First anchor customer agreement with TensorWave.”

Financing risk; future capital needs for buildout.

“Hillcore alliance requires no capital from Fermi, but future phases may need additional funding.”

Key person dependency risk due to new executive appointments; potential integration and performance risk.

“Appointment of multiple new officers including CFO, COO, CCO, and General Counsel with significant compensation packages.”

Convertible debt increases leverage and interest expense; potential dilution if stock price exceeds conversion price.

“Notes bear 5.00% interest, convertible into shares; capped calls only partially offset dilution up to $14.64.”

Governance risk from board disagreement and potential control issues.

“Director resignation due to disagreement over access to books and records and delegation of financing oversight.”

Potential dilution from convertible notes and uncertainty around REIT election.

“Convertible notes may convert to equity; REIT election deferred with no assurances.”

No material risk signals identified in this filing.

Going concern risk

“these conditions raise substantial doubt about the Company’s ability to continue as a going concern within that period” · word for word

No revenue and no tenant agreements

“We have not yet entered into a lease agreement with a tenant” · word for word

Massive capex commitments without funding

“the incremental capital expenditures we will incur to complete the development of Phase 0 and Phase 1 of Project Matador could exceed $3 billion in the aggregate” · word for word

Management turmoil

“Toby Neugebauer was removed by the Company’s Board of Directors from the positions of President and Chief Executive Officer” · word for word

High leverage and debt covenants

“The Credit Agreement imposes loan-to-value requirements on the collateral” · word for word

No material risk signals identified in this filing.

Net loss driven by non-cash items; high cash burn rate.

“$189M net loss; $441M capex; reliance on financing for liquidity.”

Activist risk from former CEO seeking board control and potential sale of company.

“Former CEO filed SEC filings to call special meeting and solicit consents to take control of board.”

No material risk; routine board appointment.

“Appointment to fill vacancy; no compensation changes.”

Executive leadership vacuum

“Mr. Neugebauer was removed from his role as the Company’s Chief Executive Officer, effective April 17, 2026... Mr. Everson resigned from his position as the Company’s Chief Financial Officer and Secretary, effective April 19, 2026” · word for word

CEO termination for cause

“On April 30, 2026, the Company terminated Mr. Neugebauer’s employment for Cause pursuant to his Employment Agreement as a result of conduct in violation of the terms of such agreement and of Company policies.” · word for word

Massive equity dilution potential

“Number of securities to be issued upon exercise of outstanding options, warrants and rights (A) 38,412,070... Number of securities remaining available for future issuance under equity compensation plans (C) 73,900,580” · word for word

Related party governance risk

“In 2025, we paid TFCU $1,332,177 under the Services Agreement, including a $750,000 discretionary bonus in connection with our initial public offering.” · word for word

High executive compensation commitments

“an amount equal to two (2) times the sum of (1) the NEO’s base salary... and (2) the NEO’s target Annual Bonus” · word for word

Interim CFO appointment may indicate instability in finance leadership; no permanent successor named.

“Appointed as Interim CFO until a permanent successor is named.”

CEO and CFO departures create leadership vacuum; interim CFO search underway.

“Toby Neugebauer departed as CEO; Miles Everson resigned as CFO; interim CFO search underway.”

Project Matador lease agreement milestones may be extended; discussions ongoing.

“TTUS is actively engaged in good-faith discussions to extend certain milestones in the lease agreement as we advance Project Matador into its next phase.”

Leadership vacuum and potential strategic drift during CEO search.

“CEO departure without permanent successor; interim leadership may lack full authority.”

No operating history or revenue

“We have not generated any revenue to date and do not expect to do so until the first subleases of our powered shells and the delivery of on-demand energy commence, which we expect will not occur until the first half of 2027.” · word for word

No binding tenant contracts

“We have not yet constructed our facilities or entered into any binding contracts with any tenants, and there is no guarantee that we will be able to do so in the future.” · word for word

Significant capital requirements

“We will require significant additional capital to construct and complete Project Matador, and we may not be able to secure such financing on time with acceptable terms, or at all.” · word for word

Material weakness in internal controls

“We have identified a material weakness in our internal control over financial reporting.” · word for word

Execution risk on large-scale multi-phase development

“Project Matador is an unprecedented, large-scale, multi-phase development effort that presents significant planning, execution, and coordination risks.” · word for word

Execution risk on massive infrastructure project; reliance on partnerships and financing.

“Project Matador still under construction; subject to permitting, financing, interconnection.”

Concentration risk on single site and AI energy demand.

“Campus dependent on AI data center demand; single location in Texas Panhandle.”

New debt obligation may increase financial leverage; terms undisclosed.

“Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.” · word for word

Increased leverage from new debt obligation may strain liquidity.

“Master Loan Agreement dated February 19, 2026, among Fermi High Voltage Warehouse LLC and lenders.”

Execution risk on large-scale energy project; reliance on financing and turbine delivery timeline.

“Turbine deliveries beginning as early as 1H 2026; project financing still needed for full scale.” · word for word

Key tenant contract terminated; project timeline and revenue uncertainty increased.

“First Tenant terminated the AICA; exclusivity period expired; no definitive lease agreement yet.”

Development-stage company with no revenue

“We are a development-stage company with no operating history or historical revenue, and we face execution risk across all major components of our business.” · word for word

Significant capital requirements

“We currently estimate that the total capital expenditures we will incur to complete the development of Phase 0 and Phase 1 of Project Matador could exceed $2 billion in the aggregate.” · word for word

No binding tenant agreements

“We have not yet constructed our facilities or entered into any binding contracts with any tenants, and there is no guarantee that we will be able to do so in the future.” · word for word

Material weakness in internal controls

“We have identified a material weakness in our internal control over financial reporting.” · word for word

Technology obsolescence risk

“Technological advances or disruptive innovations, specifically advancements in AI, may outpace our development cycle, and we are exposed to technology obsolescence across all major asset classes.” · word for word

Execution risk on large-scale infrastructure project.

“Project Matador is a first-of-its-kind complex; delays or cost overruns possible.”

Regulatory and permitting risk for nuclear component.

“Fermi is the only American company with an accepted COL permit under review for new clean nuclear power.” · word for word