0002071778-26-000010
SEC filingPre-revenue Fermi Inc. posted a $486.4M net loss in 2025, driven by share-based compensation and non-cash charges.
Fermi Inc. describes itself as a development-stage company building a private power campus for AI-centric customers. The company is developing and leasing large-scale, grid-independent energy generation and high-performance computing facilities, anchored by Project Matador in the Texas Panhandle. Project Matador is secured by a 99-year ground lease with the Texas Tech University System on approximately 5,236 acres, with plans to expand to roughly 7,570 acres. The company aims to deliver up to 11 GW of low-carbon, reliable power, with potential expansion to 17 GW. Fermi intends to elect REIT status for tax purposes and has not yet generated any revenue.
The Business section does not disclose any reporting segments. The company operates as a single integrated platform centered on Project Matador.
Fermi's primary product is the Project Matador campus itself, which offers powered shell facilities, ground leases, and integrated power infrastructure. Key platforms include on-site natural gas-fired generation using turbines from Siemens Energy and GE Vernova (e.g., SGT-800, SGT6-5000F, GE 6B, TM2500 mobile units), battery energy storage systems, solar generation, and planned nuclear capacity with Westinghouse AP1000 reactors. The company uses trademarks such as "HyperRedundant" and "HyperGrid" for its reliability and grid-independent offerings.
Fermi targets hyperscale cloud service providers, AI infrastructure operators, chipmakers, and other large-scale compute users. The company negotiates directly with tenants, structuring leases around reserved power capacity (dollars per kW per month) with triple-net or similar terms. A key customer is the "First Tenant," an investment-grade entity that signed a non-binding LOI, though the associated AIAC was terminated. Since expiration of exclusivity, Fermi has expanded discussions with multiple additional prospective tenants.
The competitive landscape includes data center developers, colocation operators, cloud service providers, energy infrastructure developers, utilities, independent power producers, and large technology companies that may self-develop. Competition centers on speed-to-power, permitting, equipment procurement, and attractive pricing. Many competitors have greater resources and established portfolios.
Fermi's strategy is anchored by five pillars: (1) multi-phase development of Project Matador to stage capital deployment and capacity additions; (2) long-term tenant leases with power-centric rent structures; (3) REIT qualification to attract real estate-oriented capital; (4) a staged power ramp from grid supply to simple-cycle gas, combined cycle, and nuclear; and (5) disciplined financing through equity, tenant contributions, and project-level non-recourse debt.
As of December 31, 2025, Fermi employed 35 full-time staff with specialized expertise in nuclear engineering, power project development, large-scale construction, data center design, regulatory affairs, and finance. The company also relies on external partners for engineering, procurement, and construction.
Fermi Inc. has not yet generated any revenue, as its business model—developing and leasing large-scale AI-ready power campuses—is in the pre-operational stage. For the period from inception (January 10, 2025) through December 31, 2025, the company reported a net loss of $486.4 million. The loss from operations was $177.8 million, driven entirely by general and administrative expenses. The bulk of these expenses were non-cash: $132.7 million in share-based compensation and $21.8 million in professional services, with the remainder covering personnel and other corporate costs. Total other expense was $308.6 million, largely composed of non-cash charges: a $173.8 million charitable contribution, $61.0 million fair value loss on Series B Convertible Notes, $46.4 million fair value losses on embedded derivatives, and $23.7 million inducement expense. Interest income net of expense contributed $3.7 million.
Fermi operates as a single segment focused on developing Project Matador, a multi-gigawatt private power campus in Texas. All costs reflect pre-revenue development activities; no segment disclosures are provided.
Management expects tenant revenues to commence in 2027, contingent on signing definitive lease agreements, which have not yet occurred. The company intends to finance development through a diversified capital strategy: equity, non-recourse equipment financing, project-level debt, tenant prepayments, vendor financing, government grants, and tax credits. The IPO netted $745.6 million; additional financing arrangements closed in early 2026 include a $500 million MUFG equipment facility, $120 million Keystone facility, $156.3 million Yorkville note (undrawn), and $165 million Beal equipment financing. The company estimates Phase 0 and Phase 1 capital expenditures could exceed $3 billion, with about $2 billion expected in the next twelve months, subject to tenant lease execution. Total capital needs across all phases could range from $70 billion to $90 billion, dependent on EPC costs, generation mix, tax credits, and long-term uncertainties. Management believes existing liquidity is sufficient for at least twelve months, but future phases require additional capital not yet secured. A going concern evaluation was performed; no substantial doubt was raised.
As of December 31, 2025, Fermi Inc. held $408.5M in cash and cash equivalents with no restricted cash. Total assets were $1.41B, primarily driven by $935.3M in property, plant, and equipment (all construction in progress and land, not yet depreciated). Total debt net of unamortized issuance costs stood at $109.8M (gross $149.0M), consisting solely of the Macquarie Term Loan due August 2026 with an effective interest rate of 48.9%. Stockholders' equity was $1.10B, supported by $1.23B in additional paid-in capital partially offset by a $133.2M accumulated deficit. The company believes its cash is sufficient for at least twelve months.
Unconditional purchase obligations totaled $155.6M, primarily for long-lead equipment, with $65.9M due in 2026, $56.7M in 2027, and $32.9M in 2028. Additionally, the TTU ground lease (99-year term) has undiscounted lease payments of $1.66B, with a recognized operating lease liability of $21.3M. The MPS equipment lease has not yet commenced, but $33.7M in prepayments (cash and stock) were made. Surety bonds of $31.8M were outstanding. Contingent consideration from the Firebird acquisition (net profits interest) is not yet recorded.
The company has not initiated any share buyback or dividend program. Total debt increased from zero at inception to $149.0M gross, primarily through the Macquarie Term Loan ($149.0M payable, net $109.8M after discount). Capital expenditures totaled $935.3M (additions to construction in progress and land), funded through equity and debt. During the period, the company also issued convertible notes and preferred units that converted to equity upon the September 2025 corporate conversion and IPO, resulting in significant equity infusions.
Fermi operates as a single reportable segment focused on building and owning powered shell AI infrastructure. No separate segment revenue, operating income, or geographic breakdown is disclosed, as the company had not yet generated revenue. All assets are located in the United States or at vendor locations abroad.
Fermi is a development-stage company with no revenue and significant capital needs. The company estimates over $3 billion for Phase 0 and 1 of Project Matador, with additional capital required for later phases. Failure to secure financing on acceptable terms could delay or halt construction, leading to liquidity issues. The company also has a material weakness in internal controls, which may affect investor confidence and compliance with SEC reporting.
Nuclear licensing is a critical risk: the company must obtain combined construction and operating licenses (COL) from the NRC, a process that can take years. Delays or denial could impair the entire business model. Political shifts, including changes in administration or local opposition, could create regulatory hurdles or alter incentives. Geopolitical risks include nation-state cyberattacks on critical infrastructure, which could cause prolonged outages and regulatory fines.
Rapid advances in AI, such as DeepSeek, could reduce computing power requirements, potentially making Fermi's large-scale infrastructure obsolete or less attractive. The company faces competition from hyperscalers and infrastructure funds with greater capital access. Tenant adoption is uncertain; only one letter of intent exists, and failure to sign binding leases would severely impact viability.
Project Matador relies on third-party suppliers for gas turbines, nuclear components, and other equipment. Gas turbine lead times are up to seven years, and nuclear component supply is constrained. Construction delays, labor shortages, and supplier insolvency could cause cost overruns and missed milestones. The company also depends on maintaining its lease with Texas Tech University System, which has conditions including full financing and a tenant lease.
Fermi intends to qualify as a REIT for tax purposes. Failure to maintain REIT status would result in corporate-level tax and reduced distributions. Ownership restrictions to maintain REIT status could affect stock liquidity.
Overall, the risk profile is extremely high due to the early stage, massive capital requirements, regulatory complexity, and reliance on unproven technology and tenant demand.
For the period from inception (January 10, 2025) through December 31, 2025, Fermi Inc. reported a net loss of $486.4 million. However, net cash used in operating activities was significantly lower at $34.2 million, reflecting substantial non-cash charges including share-based compensation ($129.1M), fair value remeasurements ($111.6M), and a charitable contribution expense ($173.8M). These adjustments partially offset the net loss, but working capital changes (increase in accounts payable & accrued liabilities of $15.0M and prepaid expenses of $8.5M) provided modest cash.
Capital expenditures were very high at $569.3 million, primarily for property, plant, and equipment, indicating heavy investment in fixed assets. This resulted in total investing cash outflows of $570.3 million. The company's free cash flow, while not explicitly stated, would be deeply negative after capex.
No specific anomalies beyond the heavy reliance on non-cash adjustments. The financing section was not provided, so capital structure changes are not analyzed.
Overall, the company generated negative operating cash flow and invested heavily, typical for a startup in its first year.