frmi-20260630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 10-Q

___________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-42888

___________________________________________

Fermi Inc.

(Exact name of registrant as specified in its charter)

___________________________________________


Texas						33-3560468
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

620 S. Taylor St., Suite 301 Amarillo, TX						79101
(Address of Principal Executive Offices)						(Zip Code)

(214) 894-7855

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

FRMI

The Nasdaq Stock Market LLC

Common Stock, $0.001 par value

FRMI

The London Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No x

As of August 10, 2026, there were 640,467,348 shares of common stock, par value of $0.001 per share, outstanding.

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FERMI INC.

Form 10-Q

For the Quarterly Period Ended June 30, 2026


			Page
Explanatory Note			2

Special Note Regarding Forward-Looking Statements			3

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)			5

Condensed Consolidated Balance Sheets (Unaudited)			5

Condensed Consolidated Statements of Operations (Unaudited)			6

Condensed Consolidated Statements of Stockholders’/Members’ Equity (Unaudited)			7

Condensed Consolidated Statements of Cash Flows (Unaudited)			8

Notes to Condensed Consolidated Financial Statements (Unaudited)			9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			24

Item 3. Quantitative and Qualitative Disclosures A bout Market Risk			40

Item 4. Controls and Procedures			40

PART II — OTHER INFORMATION

Item 1. Legal Proceedings			42

Item 1A. Risk Factors			44

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			62

Item 3. Defaults Upon Senior Securities			62

Item 4. Mine Safety Disclosures			62

Item 5. Other Information			63

Item 6. Exhibits			64

Signatures			66

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EXPLANATORY NOTE

Fermi Inc. was originally formed as Fermi LLC, a Texas limited liability company, on January 10, 2025 (“Inception”). On September 30, 2025, immediately following the effectiveness of our registration statement on Form S-11 in connection with our initial public offering (“IPO”), the Company effected a statutory conversion from a Texas limited liability company to a Texas corporation pursuant to and in accordance with a plan of conversion (the “Corporate Conversion”). The purpose of the Corporate Conversion was to reorganize the Company’s corporate structure so that the entity offering its securities to the public in the IPO would be a corporation rather than a limited liability company. References in this Quarterly Report on Form 10-Q (this “Quarterly Report”) to “Fermi,” “we,” “us,” “our,” and “the Company” (i) for periods prior to the Corporate Conversion, refer to Fermi LLC, and, where appropriate, its consolidated subsidiaries and (ii) for periods after the Corporate Conversion, refer to Fermi Inc., and, where appropriate, its consolidated subsidiaries.

As a result of the Corporate Conversion, Fermi Inc. succeeded to all of the property and assets of Fermi LLC and succeeded to all debts and obligations of Fermi LLC. Fermi Inc. is governed by a certificate of formation filed with the Texas Secretary of State and bylaws adopted by its board of directors. The consolidated financial statements and footnotes give effect to the Corporate Conversion on a prospective basis as of the conversion date.

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Special Note Regarding Forward-Looking Statements

Certain statements in this Quarterly Report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” “strive,” “endeavor,” “mission,” “goal,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.

Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

•our business model is highly dependent on the successful construction, development, leasing, and continued maintenance of Project Matador;

•our ability to consummate the transactions under our lease with TensorWave on acceptable terms or at all;

•the anticipated revenues to be generated under the lease with TensorWave, anticipated construction, delivery, and operation of the data center, the expected timing and satisfaction of the closing conditions in the lease, the completion of project-level financing, and the potential exercise of the expansion option by TensorWave;

•our limited operating history in developing and operating power and AI infrastructure, which may make it difficult to evaluate our business prospects and the risks and challenges we may encounter;

•our ability to access adequate project financing, commercial borrowings, and debt and equity capital markets to fund our significant anticipated capital expenditures;

•our ability to construct, operate, and maintain power generation facilities on schedule and at anticipated costs, either of which may be impacted by supply chain disruptions, including the impact on labor availability, raw materials and input commodity costs and availability, and manufacturing and transportation;

•the market for generating nuclear power is not yet established and may not achieve the growth potential we expect or may grow more slowly than expected;

•general business and economic conditions, including inflation, recession, geopolitical instability, and capital markets volatility, that could affect customer demand, financing availability, and our overall financial performance;

•environmental history, remediation, and associated risks, including potential liability exposure arising from environmental contamination, emissions, or other operational impacts;

•our ability to obtain and renew leases with our tenants on terms favorable to us, and manage our growth, business, financial results, and results of operations;

•our ability to respond to price fluctuations and rapidly changing technology, including but not limited to uncertainty regarding the continued growth in demand for AI computing infrastructure, including the possibility that advances in AI model efficiency, changes in AI investment trends, or shifts in the competitive landscape could reduce demand for the power-intensive data center capacity we are designed to support;

•the impact of tariffs and global trade disruptions on us and our tenants;

•changes in political conditions, geopolitical turmoil, political instability, civil disturbances, and restrictive governmental actions;

•we and our target customers operate in a politically sensitive environment, and the public perception of nuclear energy, gas-fired power generation, artificial intelligence, and private-grid powered AI data center infrastructure development can affect our customers and us;

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•influential political actors, shifting domestic policy priorities, and organized opposition by politically connected stakeholders could materially adversely affect our ability to develop, finance, and operate Project Matador;

•the degree and nature of our competition;

•our failure to generate sufficient cash flows to service indebtedness;

•material negative changes in the creditworthiness and the ability of our tenants to meet their contractual obligations;

•increases and volatility in interest rates;

•increased power, labor, equipment procurement, shipping, refurbishment, or construction costs;

•labor shortages or our inability to attract and retain talent;

•changes in, or the failure or inability to comply with, government regulation, including regulation of our facilities’ environmental footprint and the project’s electric generation and storage assets;

•a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks, or a breach of our information security systems, networks, or processes;

•our risks related to intellectual property, including our ability to protect proprietary technology and processes, and the possibility that third parties may assert infringement claims against us;

•our inability to obtain and/or maintain necessary government or other required consents or permits;

•risks associated with the concentration of our operations in a limited number of geographic locations, which exposes us to region-specific regulatory, environmental, political, and natural disaster risks;

•our exposure to fluctuations in fuel prices, including natural gas and other generation feedstocks, and our ability to pass through or hedge against such cost increases;

•the timing of any future election to be taxed as a real estate investment trust (“REIT”), and, if we make such an election, our failure to qualify as a REIT and maintain our REIT qualification for U.S. federal income tax purposes;

•our ability to secure and maintain access to water resources sufficient for cooling operations and the potential for regulatory restrictions on water usage;

•the termination of our former Chief Executive Officer, Toby Neugebauer, and resignation of our former Chief Financial Officer, Miles Everson, and the resulting leadership transition expose us to potential delays in our ability to execute on certain aspects of our business strategy as we transition to new permanent executive leadership;

•the actions of our former Chief Executive Officer, Toby Neugebauer, and related persons to initiate a proxy contest in an effort to take control of our Board of Directors, and to bring or threaten lawsuits against the Company and its directors and officers, have caused and are expected to continue to cause us to incur substantial costs, divert management’s attention and resources, and have an adverse effect on our business;

•changes in, or the failure or inability to comply with, local, state, federal, and applicable international laws and regulations, including related to taxation, real estate and zoning laws, and increases in real property tax rates; and

•the impact of any financial, accounting, legal, or regulatory issues or litigation that may affect us.

The risks and uncertainties set forth above are not exhaustive. Other sections of this Quarterly Report on Form 10-Q, including Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A. “Risk Factors” discuss these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements.

Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Fermi Inc.

Condensed Consolidated Balance Sheets

(in thousands, except par value amounts and share numbers)

(unaudited)


	As of June 30, 2026		As of December 31, 2025
Assets
Property, plant, and equipment, net	$	1,547,856	$	935,295
Cash and cash equivalents	62,536		408,529
Restricted cash	29,195		—
Prepaid expenses and other assets	75,804		47,753
Operating lease right-of-use assets	47,745		21,737
Total assets	$	1,763,136	$	1,413,314
Liabilities and stockholders’ equity
Debt, net	$	520,091	$	109,799
Accounts payable and accrued liabilities	149,691		176,572
Operating lease liabilities	56,297		21,320
Other liabilities	5,400		9,751
Total liabilities	731,479		317,442
Commitments and contingencies (Note 8)
Stockholders’ equity
Common stock, $0.001 par value; 2,400,000,000 shares authorized, 638,115,075 and 629,839,790 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	638		628
Preferred stock, $0.001 par value; 10,000,000 shares authorized, and no shares issued or outstanding as of June 30, 2026 and December 31, 2025	—		—
Additional paid-in capital	1,378,717		1,228,443
Accumulated deficit	(347,698)		(133,199)
Total stockholders’ equity	1,031,657		1,095,872
Total liabilities and stockholders’ equity	$	1,763,136	$	1,413,314

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Fermi Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share numbers)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30, 2026		For the period from January 10, 2025 (Inception) through June 30, 2025
	2026		2025
Expenses:

General and administrative	$	26,759	$	5,609	$	193,003	$	5,687
Total expenses	26,759		5,609		193,003		5,687
Loss from operations	(26,759)		(5,609)		(193,003)		(5,687)
Other income (expense):
Interest income (expense)	953		(680)		3,302		(680)
Other income (expense), net	—		—		(24,798)		—
Total other income (expense)	953		(680)		(21,496)		(680)
Net loss	$	(25,806)	$	(6,289)	$	(214,499)	$	(6,367)
Net loss per share – basic and diluted	$	(0.04)	$	(0.02)	$	(0.34)	$	(0.02)
Weighted average shares outstanding – basic and diluted	637,325,436		408,977,385		633,603,292		389,091,954

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Fermi Inc.

Condensed Consolidated Statements of Stockholders’/Members’ Equity

(in thousands, except unit and share numbers)

(unaudited)

Six Months Ended June 30, 2026


	Members’ Equity — Class A			Members’ Equity — Class B			Common Stock			Additional Paid-in	Accumulated		Total Stockholders’
	Units	Amount		Units	Amount		Shares	Amount			Capital		Deficit		Equity
Balance, December 31, 2025	—	$	—	—	$	—	629,839,790	$	628		$	1,228,443	$	(133,199)	$	1,095,872
Share-based compensation (Note 7)	—	—		—	—		—	—			165,098		—		165,098

Net loss	—	—		—	—		—	—			—		(188,693)		(188,693)
Balance, March 31, 2026	—	$	—	—	$	—	629,839,790	$	628		$	1,393,541	$	(321,892)	$	1,072,277

Share-based compensation (Note 7)	—	—		—	—		8,243,569	10			(15,267)		—		(15,257)
Other equity activity	—	—		—	—		31,716	—			443		—		443
Net loss	—	—		—	—		—	—			—		(25,806)		(25,806)
Balance, June 30, 2026	—	$	—	—	$	—	638,115,075	$	638		$	1,378,717	$	(347,698)	$	1,031,657


For the period from January 10, 2025 (Inception) through June 30, 2025
	Members’ Equity — Class A			Members’ Equity — Class B			Common Stock			Additional Paid-in	Accumulated		Total Stockholders’/ Members’
	Units	Amount		Units	Amount		Shares	Amount			Capital		Deficit		Equity





Balance, January 10, 2025 (Inception)	—	$	—	—	$	—	—	$	—		$	—	$	—	$	—
Capital contributions, net of deferred offering costs	367,312,500	498		—	—		—	—			—		—		498
Net loss	—	(78)		—	—		—	—			—		—		(78)
Balance, March 31, 2025	367,312,500	$	420	—	$	—	—	$	—		$	—	$	—	$	420
Capital contributions, net of equity issuance costs	(8,050,950)	296		58,764,264	128		—	—			—		—		424
Deemed capital contribution from related party	—	53		—	2		—	—			—		—		55
Share-based compensation — related party	—	3,616		—	—		—	—			—		—		3,616
Net loss	—	(6,078)		—	(211)		—	—			—		—		(6,289)
Balance, June 30, 2025	359,261,550	$	(1,693)	58,764,264	$	(81)	—	$	—		$	—	$	—	$	(1,774)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Fermi Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Six Months Ended June 30, 2026		For the period from January 10, 2025 (Inception) through June 30, 2025
Cash flows used in operating activities:
Net loss	$	(214,499)	$	(6,367)
Adjustments to reconcile net loss to net cash used in operating activities:

Share-based compensation	118,724		—

Loss on extinguishment of debt	24,753		—





Share-based compensation expense, related party	—		3,616
Non-cash interest expense paid-in-kind	—		680
Other	1,494		68
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	35,489		1,343
Prepaid expenses and other assets	(21,977)		(1,958)
Net cash used in operating activities	$	(56,016)	$	(2,618)
Cash flows used in investing activities:
Investments in property, plant, and equipment	(626,157)		(40,313)
Capitalized preacquisition costs	—		(2,559)

Net cash used in investing activities	$	(626,157)	$	(42,872)
Cash flows from financing activities:



Proceeds from issuance of debt, net of debt discount	513,493		—
Repayment of Macquarie Term Loan	(144,294)		—


Payment of debt issuance costs	(3,824)		(78)
Proceeds from issuance of Series A Convertible Notes	—		58,900
Proceeds from issuance of Seed Convertible Notes	—		26,123





Other financing activities	—		877

Net cash provided by financing activities	$	365,375	$	85,822

Change in cash, cash equivalents and restricted cash	(316,798)		40,332
Cash, cash equivalents and restricted cash, at beginning of period	408,529		—
Cash, cash equivalents and restricted cash, at end of period	$	91,731	$	40,332

Cash, cash equivalents and restricted cash, at end of period:
Cash and cash equivalents	$	62,536	$	40,332
Restricted cash	29,195		—
Cash, cash equivalents and restricted cash, at end of period	$	91,731	$	40,332

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Fermi Inc.

Notes to Condensed Consolidated Financial Statements

(in thousands, except unit, per unit, share, and per share numbers)

(unaudited)

1. Organization and Description of Business

Organization

Fermi Inc. is a Texas corporation and references in this Quarterly Report to “Fermi,” “we,” “us,” “our,” and “the Company” (i) for periods prior to September 30, 2025, refer to Fermi Inc.’s predecessor, Fermi LLC, and, where appropriate, its consolidated subsidiaries and (ii) for periods from and after September 30, 2025, refer to Fermi Inc., and, where appropriate, its consolidated subsidiaries.

The Company’s mission is to power the intelligence of tomorrow. The Company is developing its first campus, Project Matador, in Carson County, Texas, integrating approximately 11 gigawatts of private-grid power generation with large-scale AI data center infrastructure. The Project Matador site includes approximately 5,236 acres held or to be held under a long-term lease with the Texas Tech University System (see Note 6, Leases) and, together with additional acreage acquired, under contract, or subject to options to purchase, is expected to encompass approximately 8,400 acres in the aggregate, with generation capacity expandable up to approximately 17 gigawatts, subject to the closing of optioned and other pending land acquisitions and receipt of incremental permits. Project Matador is planned to provide hyperscale customers with approximately 15 million square feet of AI infrastructure space powered by a combination of on-site solar, gas, and nuclear power infrastructure. Preliminary site development commenced in 2025, and vertical construction is expected to commence following the Company’s entry into a definitive lease agreement with its first tenant on August 9, 2026, as further described in Note 9, Subsequent Events. Commercial operations for the first private-grid powered AI data center campus are targeted to commence in 2027. Disclosures of the energy generation and square footage of facilities are unaudited and outside the scope of our independent registered public accounting firm’s review of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (U.S.).

We anticipate generating substantially all of our revenue from leases with hyperscalers, neocloud providers, semiconductor companies, and other compute-intensive tenants. As of June 30, 2026, we had not yet commenced revenue generating activities. All activity through June 30, 2026, was related to our formation and initial engagement with various commercial parties to facilitate infrastructure procurement, leasing, preliminary site development, and marketing activities for Project Matador. We do not expect to generate operating revenues until private-grid powered AI data center infrastructure facilities are delivered to tenants. We generate non-operating income in the form of interest income on cash. Our fiscal year ends on December 31.

2. Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as established by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC”), including modifications issued under Accounting Standards Updates (“ASUs”). The reporting currency of the Company is the U.S. Dollar. Dollar amounts in the financial statements are presented in thousands, except as otherwise stated. Share, per share, unit, and per unit data are presented as whole numbers. The unaudited condensed consolidated financial statements include the accounts of Fermi Inc. and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In management’s opinion, the unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary to fairly state the Company’s financial position and results of operations. Results for the period presented are not necessarily indicative of the results that may be expected for any subsequent period.

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The significant accounting policies presented in these unaudited condensed consolidated financial statements are consistent with those described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and should be read in conjunction with the audited consolidated financial statements and notes thereto included therein.

Liquidity, Going Concern, and Capital Resources

Under ASC Topic 205-40, Presentation of Financial Statements—Going Concern, we are required to evaluate whether conditions or events raise substantial doubt about our ability to meet future financial obligations as they become due within one year after the unaudited condensed consolidated financial statements are issued.

Project Matador will require substantial capital investment to achieve commercial operation. As of June 30, 2026, the Company had not generated any revenues, had incurred recurring losses from operations and negative cash flows from operating activities since inception, and had substantial near-term capital expenditure obligations under existing equipment purchase, construction, lease, and