Fermi Inc. Issues $431M Convertible Notes Due 2031

What Happened Fermi Inc. announced on July 14, 2026 that it closed an offering of convertible senior notes due July 15, 2031. The Company issued $375.0 million principal amount of 5.00% convertible senior notes and the initial purchasers exercised a $56.25 million option in full, producing $431.25 million in gross proceeds and approximately $416.81 million in net proceeds after fees and expenses. The notes pay cash interest semi‑annually, are convertible into cash and/or shares of common stock, and were sold to qualified institutional buyers under Rule 144A.

Key Details

• Principal and terms: $375.0M principal issued; initial purchasers exercised a $56.25M option for total gross proceeds of $431.25M; interest rate 5.00% paid semi‑annually; maturity July 15, 2031.
• Conversion mechanics: initial conversion rate 105.0862 shares per $1,000 principal (approx. $9.52 per share conversion price); conversion windows limited before April 15, 2031 and open thereafter until shortly before maturity.
• Capped calls and cost: Company entered capped call transactions (initial cap $14.64/share) to limit dilution and offset certain cash payments; approx. $34.5M of net proceeds used to pay for these capped calls.
• Capital structure & securities law: Notes are unsecured senior obligations (senior to subordinated debt, junior to secured debt, structurally junior to subsidiaries); maximum shares issuable on conversion initially up to 58,913,925 under certain adjustments; securities were sold in a Rule 144A private placement and are not registered under the Securities Act.

Why It Matters This transaction raises significant new capital for Fermi ($~416.8M net) and provides flexibility via convertible debt rather than an immediate stock issuance. The capped calls reduce potential dilution to common shareholders up to a cap, but conversion features and the sizeable potential share issuance (tens of millions of shares) are important for shareholders to monitor. The notes’ senior unsecured status and redemption/repurchase provisions (including repurchase on a fundamental change and redemption protections) affect creditor and shareholder priorities and potential future cash obligations.