Summary of a Current Report on Form 8-K filed by Fermi Inc. on July 15, 2026. This summary is not the filing and is not an offer of securities; read the filing at the source link below.
Fermi closed a private offering of $431.25 million aggregate principal amount of 5.00% Convertible Senior Notes due July 15, 2031, including the full exercise of the initial purchasers’ option to purchase an additional $56.25 million of notes. The offering was launched at $350 million and upsized to $375 million before the option. The notes were sold to qualified institutional buyers under Rule 144A.
The initial conversion rate is 105.0862 shares of common stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $9.52 per share. In connection with the offering the company entered into capped call transactions with an initial cap price of $14.64 per share. Net proceeds were approximately $416.8 million after the capped calls and offering expenses.
The notes are senior unsecured obligations, are redeemable at the company’s option on or after July 20, 2029 subject to a stock-price condition, and contain no financial maintenance covenants. Refer to the indenture filed with the Form 8-K for the complete terms.