Fermi closes $431M convertible notes offering to fund Project Matador AI campus development

Filed July 15, 2026 · Period ending July 9, 2026 · ~2 min read

Key Changes

• high

  Fermi issued $431.25M of 5.00% convertible senior notes due 2031 (including $56.25M overallotment exercised in full), receiving net proceeds of ~$416.81M after fees. Notes convert at $9.52/share (30% premium to July 9 close).

  Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
• high

  Company entered capped call transactions (~$34.5M of proceeds) to reduce dilution, with effective conversion price of $14.64/share (100% premium). Maximum conversion shares: 58.9M at initial rate of 136.6120 shares per $1,000 principal.

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

  Project Matador has 7,570 acres secured in Texas Panhandle with >$1.4B invested to date. Expected to ramp to ~1.5 gigawatts through 2027, subject to binding tenant agreements. Nearly $1B of commitments already secured.

  Exhibit 99.1 view on EDGAR →