Fermi Inc. 8-K

What Happened
On March 26, 2026, Fermi Turbine Warehouse II LLC (FTW II), an indirect wholly owned subsidiary of Fermi, Inc., entered into an Equipment Supply Loan Financing Agreement (the "Beal Credit Agreement") with CLMG Corp. as administrative and collateral agent and the participating lenders (the "Beal Lenders"). The agreement provides a senior secured term loan facility with a Total Loan Commitment of up to $165.0 million to fund acquisition of six Siemens Energy SGT‑800 industrial gas turbines and related equipment for Project Matador. Borrowings may be made through the loan availability period (up to 45 draws) and the loans mature 33 months after closing.

Key Details

• Loan size and costs: up to $165.0M total commitment; interest at 12.00% per year (14.00% default rate); up to $22.9M of the commitment reserved to fund interest, commitment fee and agent fee payments; unused commitment fee of 1.0% p.a. on unused commitments.
• Exit and fees: on maturity (or earlier repayment) FTW II must pay an exit fee equal to $37.0M less cumulative interest and commitment fees paid through that date.
• Security and guarantees: obligations secured by a first‑priority security interest in the financed equipment and related collateral; guaranties provided by Fermi Turbine HoldCo II LLC and Fermi Turbine Pledgor II LLC, and a separate guaranty and Sponsor Equity Contribution and Guaranty Agreement from Fermi, Inc.
• Sponsor contribution and restrictions: Fermi must make a minimum equity contribution of $5,490,000 toward progress payments under the equipment supply agreement. The credit agreement contains customary covenants and default provisions, including restrictions on additional debt, liens, dispositions (permitted limited turbine disposition subject to mandatory prepayment), affiliate transactions, and change of control; mandatory prepayment events are specified.

Why It Matters
This financing is a material step toward equipping and advancing Project Matador by funding purchase of six Siemens turbines. For investors, the agreement creates a significant new secured borrowing (and related guarantees and equity commitment) with high ongoing financing costs (12% interest plus fees and a large exit fee) and specific prepayment/default triggers that could affect cash needs and project timing. The full loan agreement is filed as Exhibit 10.1 to the 8-K.