Fermi

Seniority

Senior unsecured

Maturity

2031-07-15 — Callable on or after 2029-07-20 at par if the stock trades at 130% of the conversion price for 20 of 30 trading days; fundamental-change put at par.

Lenders

144A; U.S. Bank Trust Co. (trustee)

Pricing

Conversion 105.0862 sh/$1,000 (~$9.52); capped calls to $14.64 (~$34.5M cost)

Terms

Includes $56.25M issued on the initial purchasers' full exercise of their option. Rule 144A private placement to qualified institutional buyers; net proceeds ~$416.8M, of which ~$34.5M funded capped call transactions. Proceeds otherwise for general corporate purposes, including a portion of capital expenditures for Project Matador (Amarillo, TX); the issuer is the power and campus landlord side of that project, and no GPU or compute asset secures the notes.

Source: 8-K, Items 1.01, 2.03 and 3.02 (event 2026-07-09, filed 2026-07-15), acc. 0001213900-26-078366; terms restated in the 10-Q filed 2026-08-14, Note 9 · document

Borrower

Fermi Turbine Warehouse II LLC (borrower), with Fermi Turbine Holdco II LLC as guarantor and Fermi Turbine Pledgor II LLC as pledgor; indirect wholly owned subsidiaries of Fermi Inc. Payments route to Beal Bank; fees to CSG Investments, Inc.

Seniority

Senior secured term loan

Maturity

2028-12 — 33 months after the 2026-03-26 closing date; the 10-Q debt table carries the facility to 2028.

Collateral

The six financed SGT-800 turbines and related equipment

Lenders

CLMG Corp. (agent) · Lenders party thereto (not individually named)

Pricing

12.00% per annum fixed, payable quarterly in arrears from 2026-06-30 (14.00% on an event of default; 365-day basis); 17.0% effective per the 10-Q

Terms

Senior secured term loan facility of up to $165.0M funding six Siemens Energy SGT-800 gas turbines and related equipment for Project Matador; $14.7M outstanding at 2026-06-30, 17.0% effective rate per the 10-Q debt table. Availability runs the full 33 months with at most 45 borrowings; a $22.9M sublimit lets interest and fees be drawn from the facility itself. No scheduled amortization: principal, interest, fees and the exit fee are due at maturity. Exit fee of $37.0M less cumulative interest and commitment fees paid, floored at zero. 1% per annum unused commitment fee. Draw conditions include a minimum equity contribution of $5.49M and assignment of the surety bond. Mandatory prepayment on asset dispositions, a change of control, liquidated damages received, or new debt proceeds; one disposition of three turbines is permitted with a 100% proceeds sweep, and the remaining three turbines cannot be sold before maturity. No financial covenants.

Source: 8-K 3/27/26, agreement filed as EX-10.1, acc 0001213900-26-035482; 10-Q Note 5 (filed 2026-08-14) · document

Borrower

Fermi High Voltage Warehouse LLC (borrower), subsidiary of Fermi Inc.

Seniority

Senior secured; not a revolving credit facility

Maturity

2031 — Per-advance terms; the 10-Q debt table carries the facility to 2031.

Collateral

Financed high-voltage equipment; outstanding principal capped at 110% of its fair market value

Lenders

Keystone National Group, LLC (agent) · Keystone Private Income Fund (initial lender) · Cape Commercial Finance LLC (sole arranger)

Pricing

Per-advance rates set at issuance in each promissory note (360-day basis); 14.1% effective per the 10-Q

Terms

Equipment-backed advances of up to $120.0M aggregate principal, with a potential $100.0M increase subject to arranger-secured commitments and agent and initial-lender approval; $77.3M outstanding at 2026-06-30, 14.1% effective rate per the 10-Q debt table. Advances fund up to 80% of the equipment purchase price, each evidenced by a separate promissory note whose rate, term, conversion date and amortization are set at issuance (the note controls on conflict); no reborrowing. Covenants: Fermi Inc. (guarantor) minimum liquidity of $20.0M, which sunsets on execution of an approved customer agreement; outstanding principal capped at 110% of the financed equipment's appraised fair market value with a 15-business-day cure; mandatory full prepayment at 1.05x principal if no approved customer agreement is received by 2026-12-31. Voluntary prepayment is locked out until after the sixth payment date and carries a 1.22x MOIC minimum; the form of note carries an optional 2.00% undrawn payment amount; the 10-Q describes an exit fee escalating from 0% (first 180 days) to 1% (days 181-365) and 1.33% thereafter. Default rate 1.5% per month. Cape Commercial Finance is sole arranger; closing fee in an unfiled fee letter.

Source: 8-K 2/25/26, master loan agreement filed as EX-10.1, acc 0001213900-26-020399; 10-Q Note 5 (filed 2026-08-14) · document

Borrower

Fermi Turbine Warehouse LLC (borrower), indirect wholly owned subsidiary of Fermi Inc.; Firebird Equipment Holdco, LLC as subsidiary guarantor

Seniority

Senior secured equipment loan warehouse

Maturity

2027-08-10

Collateral

Financed turbine equipment; subsidiary guaranty from Firebird Equipment Holdco, LLC

Lenders

MUFG Bank, Ltd. (sole lender)

Pricing

Term SOFR or Daily Simple SOFR + 4.00%, 0.00% floor; default rate +2%; 12.2% effective per the 10-Q

Terms

Up to $500.0M total commitment; $444.9M outstanding at 2026-06-30, 12.2% effective rate per the 10-Q debt table. Funded three Siemens SGT6-5000F gas turbines for Project Matador (Amarillo, TX) and repaid the Macquarie Term Loan in full on closing ($24.8M loss on extinguishment). Debt sizing: 65% (delivered) / 55% (undelivered) of the lower of equipment acquisition cost and orderly liquidation value, with matching 65%/55% target-LTV default triggers on a 2% revaluation move unremedied 30 days. Availability nine months from closing, maximum five borrowings. Reserves: three months' interest, a $5.0M liquidation reserve and a $3.9M O&M reserve; a reserve shortfall unremedied three days is a default. A distinct default arises if a committed Matador I project financing of at least 400 MW has not closed within one year. Minimum quarterly principal of 10% of outstanding begins at the nine-month anniversary, reduced to 5% if a Matador I lease or offtake of at least 400 MW is signed by that anniversary. Non-recourse to Fermi Inc. beyond the loan parties and pledgor; facility fees sit in an unfiled fee letter.

Source: 8-K 2/10/26, agreement filed as EX-10.1, acc 0001213900-26-014270; 10-Q Note 5 (filed 2026-08-14) · document