0002071778-26-000032
SEC filingPre-revenue company investing heavily in Project Matador; net loss widened to $188.7M on $166.2M G&A, primarily non-cash stock compensation.
Fermi Inc. is a pre-revenue development-stage company, having generated no operating revenue since inception. For the three months ended March 31, 2026, the company reported a net loss of $188.7 million, compared to a net loss of $78 thousand for the period from January 10, 2025 (inception) through March 31, 2025. The loss was driven by $166.2 million in general and administrative expenses, up from just $78 thousand in the prior period. The increase was primarily due to $134.0 million in non-cash share-based compensation, $4.4 million in personnel-related costs, $11.9 million in professional services (legal, accounting, audit), $10.9 million in other corporate activities, and $5.0 million in contract cancellation costs. Interest income of $2.3 million was earned on cash and cash equivalents. Other expense, net of $24.8 million reflected a loss on extinguishment of the Macquarie Term Loan, which was repaid using proceeds from the new MUFG Equipment Financing. No interest expense was recognized, as all interest was capitalized to qualifying assets.
Fermi operates as a single segment focused on developing a utility-scale AI infrastructure campus at Project Matador in the Texas Panhandle. As of March 31, 2026, the company had not yet executed definitive tenant leases or commenced revenue-generating operations. All expenditures are directed toward site preparation, equipment procurement, permitting, and regulatory activities. The company holds a 5,236-acre site under long-term ground lease (expandable to ~7,570 acres) with plans for up to 17 GW of generation capacity and 15 million square feet of hyperscale compute infrastructure. No segment-level financial data is presented, as the entire business is in the pre-revenue development phase.
Management’s outlook focuses on advancing Project Matador toward commercial operation. Key near-term milestones include: converting tenant discussions into binding lease agreements, securing additional project-level financing, obtaining the additional 5 GW Clean Air Permit (filed March 2026), continuing NRC licensing for four Westinghouse AP1000 reactors, and deploying long-lead equipment such as Siemens gas turbines. The company estimates incremental capital expenditures of over $3 billion for Phase 0 and Phase 1, with approximately $2 billion expected in the next twelve months, contingent on tenant agreements. Total capital needs for all phases could range from $70 billion to $90 billion. Liquidity is supported by $207.5 million cash on hand, $35.8 million restricted cash, undrawn capacity under the Yorkville Note ($156.3 million) and existing equipment facilities, and the potential to monetize equipment or defer obligations. Management expects to fund development through a diversified strategy including tenant prepayments, non-recourse equipment financing, project-level debt, strategic equity, federal tax credits, and government grants. However, the company acknowledges risks: if tenant leases or additional financing are not secured, liquidity could be materially constrained and the development timeline may be delayed. The company intends to elect REIT status for its short taxable year ending December 31, 2025, but does not expect to pay dividends in the near term due to anticipated low REIT taxable income.
As of March 31, 2026, Fermi Inc. held $207.5M in cash and cash equivalents and $35.8M in restricted cash. Total assets were $1.78B, primarily consisting of property, plant, and equipment ($1.43B) and operating lease ROU assets ($39.7M). Total liabilities were $705.2M, with net debt of $421.3M (gross debt $439.1M less unamortized costs). Shareholders' equity stood at $1.07B, down from $1.10B at year-end 2025 due to accumulated deficit. The company is pre-revenue and reports substantial doubt about going concern, alleviated by undrawn Yorkville Note capacity ($156.3M) and equipment financing facilities.
Unconditional purchase obligations totaled $192.4M as of March 31, 2026, primarily for long lead time equipment. Payment schedule: $88.2M in 2026, $71.3M in 2027, and $32.9M in 2028. Of these, approximately $172.4M are expected to be funded through existing equipment financing facilities. Additionally, the company has operating lease liabilities with a present value of $43.7M (undiscounted $1.76B across 99-year ground lease and two 30-year groundwater leases). Surety bonds of $35.8M and letters of credit of $5.3M are outstanding.
No share buybacks or dividends were executed or authorized. Capital expenditures (investments in PP&E) were $441.2M in Q1 2026, all externally funded. Debt activity: $430.8M in proceeds from new issuances (MUFG $396.6M, Keystone $39.5M, Beal $3.0M) partially offset by $144.3M repayment of Macquarie Term Loan and $3.2M in debt issuance costs. The net debt increase was $311.5M (from $109.8M to $421.3M). Share-based compensation was $165.1M total ($134.0M expensed, $31.1M capitalized).
Fermi operates as a single reportable segment: building and owning powered shell facilities for hyperscale AI tenants. No segment breakdown is provided. All assets are located in the United States.