Fermi Inc. 8-K

What Happened

• On February 10, 2026, Fermi Inc. announced it closed a senior secured equipment financing with MUFG Bank, Ltd. to support Project Matador, the company’s AI-powered data center campus in Amarillo, Texas. The borrower is Fermi Turbine Warehouse LLC (an indirect, wholly owned subsidiary).
• The financing provides an equipment loan warehouse facility with a total commitment of up to $500,000,000. Proceeds will fund acquisition of three Siemens Energy F‑class gas turbine units (including a $168,300,000 payment to Siemens Energy), refinance the company’s existing term loan facility, and support turbine delivery and deployment across Fermi’s fleet.

Key Details

• Closing date: February 10, 2026. Lender/agent: MUFG Bank, Ltd. Subsidiary guarantor: Firebird Equipment Holdco, LLC.
• Facility size: up to $500,000,000; borrowing window: from closing through the nine‑month anniversary.
• Interest: Term SOFR loans at Term SOFR + 4.0% p.a., or RFR loans at Daily Simple SOFR + 4.0% p.a.
• Maturity and repayment: facility matures 18 months after closing. No minimum principal payments until nine months; thereafter minimum quarterly principal is either 10% (if no ≥400 MW lease/offtake signed by nine months) or 5% (if such agreement is signed). Voluntary prepayments allowed without premium (subject to customary breakage).
• Security and covenants: loans are secured by a pledge of Borrower equity, liens on borrower and guarantor assets (including equipment), and collateral accounts. The agreement imposes standard negative covenants (limits on additional debt, liens, asset sales, distributions, affiliate transactions, change of control).
• Loan‑to‑value targets: 65% for delivered equipment, 55% for undelivered equipment; breaches that persist after updated appraisal may trigger default unless shortfalls are paid.

Why It Matters

• This financing supplies capital specifically to buy major turbine equipment needed for Project Matador and lets Fermi refinance existing term debt, reducing immediate cash strain tied to those assets. For investors, it shows progress on the company’s infrastructure buildout tied to its AI data center strategy.
• The facility is secured and comes with customary covenants and loan‑to‑value tests, which may limit corporate flexibility and expose Fermi to mandatory prepayments or default risk if asset values fall or required offtake/lease milestones aren’t met. The short 18‑month maturity creates a near‑term timeline for repayment or refinancing.
• Interest spreads are relatively wide (SOFR + 4%), so financing costs are meaningful and should be considered when evaluating near‑term cash flow and profitability related to the Project Matador buildout.

A press release about the financing was furnished as Exhibit 99.1 to the Form 8‑K; the Credit Agreement is filed as Exhibit 10.1 (certain schedules omitted).