Fermi launches $350M convertible notes offering amid CEO search and governance litigation

Filed July 9, 2026 · Period ending July 9, 2026 · ~2 min read

Key Changes

• high

  Fermi commenced a $350M convertible senior notes offering due 2031 (up to $402.5M with greenshoe), with proceeds for capped call transactions to reduce dilution and general corporate purposes. Notes are senior unsecured but structurally subordinated to $537M in equipment financings.

  Item 7.01 — Regulation FD Disclosure verify on EDGAR →
• high

  Former CEO Toby Neugebauer was terminated for cause on April 30, 2026, and is litigating the validity of a 70% supermajority bylaw amendment and his claimed authority to call a special shareholder meeting. The company is in advanced discussions with a CEO replacement but has made no appointment.

  Exhibit 99.1 view on EDGAR →
• high

  Unrestricted cash declined from $207.5M at March 31, 2026, to $62.8M at June 30, 2026—a $144.7M drop in one quarter before the convertible note proceeds. Total debt stood at $537M as of June 30, 2026, across MUFG ($444.9M), Keystone ($77.3M), and Beal ($14.7M) equipment financings.

  Exhibit 99.1 view on EDGAR →