Fermi Inc. Files 8-K: Announces Major Financing for Texas Tech Project

Key Highlights

• Material Loan Agreement Signed: On February 19, 2026, Fermi High Voltage Warehouse LLC, a Texas subsidiary of Fermi Inc., entered into a Master Loan Agreement with Keystone National Group, LLC (collateral and administrative agent), Keystone Private Income Fund (initial lender), and Cape Commercial Finance LLC (sole arranger).
• Maximum Principal Amount: The loan facility is set at \$120 million, with potential to increase by up to \$100 million (in increments of at least \$5 million each), subject to certain conditions and lender commitments.
• Collateral and Security: The loan is secured by equipment and assets related to Fermi’s Advanced Energy and Intelligence Campus at Texas Tech University, a significant energy and data center development project.
• Emerging Growth Company Status: Fermi Inc. is classified as an emerging growth company and has elected not to use extended transition periods for new or revised financial accounting standards, potentially increasing transparency and accounting stringency.
• Liquidity Covenant: Until full payment or execution of an approved customer agreement, the Guarantor (Fermi Inc.) is required to maintain at least \$20 million in liquidity at all times, with quarterly certification required.
• Prepayment Triggers: The Borrower must prepay outstanding notes at a premium (105% of principal) if an approved customer agreement is not received by December 31, 2026, or if the loan exceeds 110% of the collateral’s fair market value.
• Financial Disclosure: Fermi must deliver annual and quarterly consolidated financial statements prepared in accordance with GAAP, with deadlines aligned to SEC reporting standards.
• Trading Details: Fermi’s Common Stock (\$0.001 par value) is listed on Nasdaq and the London Stock Exchange under the symbol FRMI.
• Material Adverse Effect Clause: No advances will be made if any material adverse effect has occurred since the last audited financials or last funding date.
• Change of Name: The company changed its name from Fermi LLC to Fermi Inc. as of June 5, 2025.

Details Investors Need to Know

• Direct Financial Obligation: This new loan facility constitutes a direct financial obligation for Fermi Inc. and may affect leverage ratios, liquidity, and future cash flows.
• Project Financing: The funds are earmarked for the Texas Tech University energy and data center campus, which could significantly enhance Fermi’s asset base and revenue potential if successful.
• Shareholder Impact: The requirement for liquidity and strict prepayment conditions may affect capital allocation and dividend policies. Failure to meet these covenants or achieve customer agreements could lead to early loan repayment at a premium, impacting cash reserves.
• Risk Factors: If the collateral value falls or customer agreements are delayed beyond December 31, 2026, Fermi faces mandatory prepayment and possibly increased financial pressure.
• Accounting and Disclosure: By opting out of extended transition periods for new accounting standards, Fermi is exposed to more immediate impacts from regulatory changes, which may affect reported earnings and investor perception.
• Potential Share Price Drivers: The successful execution of this financing and the associated campus development are likely to be viewed positively if milestones are achieved. Conversely, any breach of loan terms, liquidity covenants, or material adverse events could negatively impact share price.
• Material Definitive Agreement: The full text of the loan agreement is available as Exhibit 10.1, and certain schedules and annexes have been omitted but are available upon SEC request.
• Quarterly Reporting and Transparency: Investors will have access to regular financial updates, enhancing transparency and oversight for the project and loan compliance.
• No Personal Use of Collateral: Equipment collateral must be used strictly for business purposes, adding operational discipline.

Other Noteworthy Points

• Agent and Lender Duties: The agreement includes significant disclaimers regarding reliance on agent reports and other lender-provided information. Each lender must conduct its own due diligence and make independent credit decisions.
• Confidentiality and Public Disclosure: All parties are bound by strict confidentiality clauses, and no public disclosure (press releases, etc.) referencing the lenders, agent, or loan documents may be made without prior consent, except as required by law.

Conclusion

The announcement of this material loan agreement and the associated project financing represents a substantial development for Fermi Inc. The scale of funding, liquidity requirements, emerging growth company status, and commitment to rapid financial reporting are all potentially price-sensitive factors. Investors should monitor progress against loan covenants, the achievement of customer agreements, and quarterly financial statements, as any breach or delay could materially impact Fermi’s share price and financial outlook.

Disclaimer: This article is based on Fermi Inc.’s SEC filings and is intended for informational purposes only. It does not constitute financial advice or a recommendation to buy or sell securities. Investors should review the full text of the agreement and monitor further company disclosures for comprehensive risk assessment.

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