Fermi signs $6.5B TensorWave lease, raises $431M via convertible notes, appoints new CEO

On August 13, 2026, Fermi Inc. (the “Company”) issued its earnings release announcing its financial results for the second quarter ended June 30, 2026.

The Company is hosting a conference call on August 13, 2026 at 8:00 am CT / 9:00 am ET to discuss its financial results for the second quarter ended June 30, 2026.

Earlier this week, the Company announced that it has signed a 15-year turnkey binding lease agreement with TensorWave, a premier Neocloud provider positioned in the heart of the AI infrastructure ecosystem, to become the first customer at the Project Matador campus. Phase one of the agreement includes 222 MW of total facility power, with total revenue of approximately $6.5 billion over the life of the contract. The agreement also includes two expansion options for TensorWave to triple the size of its footprint on the site over time.

The Board of Directors also appointed Lee McIntire as Chief Executive Officer to lead Fermi’s transition from development into construction and first power. With more than 40 years of experience across Bechtel, CH2M Hill, and TerraPower, McIntire has built large-scale natural gas generation projects, nuclear programs from advanced reactor development through commercial execution, and civil mega-projects on the scale of the Panama Canal expansion. Having served on Fermi's Board as an independent director since September 2025,

he combines this strong track record of execution with his direct knowledge of the Company's assets, partners, and strategy.

On August 11, the Company announced a build-own-operate-transfer strategic alliance with Hillcore Energy Capital Corporation (“Hillcore”) for approximately 2.6 GW of incremental power generation at Project Matador. The framework agreement would double planned on-site generation to 4.8 GW within approximately 30 months when combined with Fermi's own power generation program.

Under the agreement, Hillcore and its partners will finance, construct, own, and operate their facility under a long-term ground sublease at the Project Matador site, with Fermi committing no capital and issuing no debt for the plant. First power of approximately 350 MW is targeted within 24 months of notice to proceed, with subsequent blocks triggered only by contracted end-user demand and each power purchase agreement term matched to the corresponding customer lease – linking generation buildout to signed commercial demand rather than forecasts. Fermi will serve as anchor offtaker under a 20-year power-purchase agreement and holds an option to acquire the facility at fair market value after year 10.

Subsequent to quarter end, the Company issued more than $431 million of 5.00% Convertible Senior Notes due 2031, including the full exercise of the initial purchasers' option for an additional $56.3 million. Net proceeds were $416.8 million, before the approximately $34.5 million cost of capped call transactions. Initial conversion price of approximately $9.52 per share. Capped call transactions eliminate shareholder dilution up to an effective strike price of $14.64 per share - representing a 100% premium to the July 9, 2026, closing price.

$91.7 million of total cash and restricted cash on hand. $185.0 million of capital invested in Property, Plant, and Equipment, bringing the gross balance to approximately $1.55 billion. Fermi remains focused on disciplined capital deployment matched to commercial progress. $520.1 million of outstanding debt, reflecting a $98.8 million net increase in borrowings under equipment financing facilities. $25.8 million net loss, or $0.04 per basic and diluted share. General and administrative expenses of $26.8 million drove most of that result.

$6.5B Phase 1 Contracted Revenue ... 222 MW Phase 1 Contracted Capacity ... Up to ~650 MW Total Facility Power Including Two Data Center Expansion Options ... 15-Year Initial Term with Two 5-Yr. Extension Options ... 2H 2027 Phased Delivery Begins

2.6 GW Combined-cycle capacity owned by Hillcore ... 4.8 GW Total planned on-site generation within ~30 months ... 350 MW First power targeted within 24 months of NTP ... $0 Fermi capital or debt for the plant ... Hillcore and its partners finance, construct, own, and operate the facility ... Fermi commits no capital and issues no debt ... Fermi is the anchor offtaker under a 20-year PPA, renewable in 10-year increments ... Fermi holds an option, not an obligation, to acquire the facility at fair market value after year 10

Upsized Amount $431MM ... Maturity Year 2031 ... Conversion Price1 $14.64 ... Fixed Coupon 5.00% ... $417MM net proceeds ... Capped call limits dilution until a 100% premium to the closing price is achieved ... Reference Closing Price $7.32 ... Base Conversion Price / +30% $9.52 ... Capped Call Strike Price / +100% $14.64

Lee McIntire Chief Executive Officer ... Fermi Board Member since September 2025 ... 40+ years of leadership in large-scale, complex construction and engineering projects at Bechtel, CH2M Hill, and TerraPower

$520MM Debt, Net ... $1.55B Total PP&E, Net Invested $185MM into PP&E in the Quarter ... $92MM Cash and Restricted Cash ... $49MM Cash Used in Operations ... $27MM Total G&A Expense ... $0.04 Net Loss per Share Net Loss of $26MM