Fermi Launches $350M Convertible Note Offering to Stem Cash Burn Amid Proxy War
FRMI sits 40% above its 52-week low of $4.47 on light trading volume (0.4× avg).
Summary
Fermi Inc. launched a $350 million convertible note offering to shore up liquidity after cash fell to $92 million. The raise comes amid a proxy war with its founder, a going-concern warning, and rapid cash burn on its energy campus project.
Key Events · Financing and Capital Events · FRMI
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$350M Convertible Note Offering Launched
Fermi commenced an offering of $350 million aggregate principal amount of convertible senior notes due 2031, with a $52.5 million option for initial purchasers. Proceeds will fund capped call transactions and general corporate purposes.
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Cash Reserves Plummet to $92M
Cash and cash equivalents dropped from $207.5 million at March 31, 2026 to $92.0 million at June 30, 2026, with $29.2 million restricted. The rapid burn rate underscores urgent liquidity needs.
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Equipment Financing Draws Surge
As of June 30, 2026, borrowings under equipment financings rose sharply: MUFG $445M (from $397M), Keystone $77M (from $40M), Beal $15M (from $3M). Total indebtedness pro forma for the notes reaches $789 million.
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REIT Election Deferred to 2026
Fermi has deferred its REIT election, remaining a C corporation for its short 2025 taxable year. It now expects to elect REIT status for the taxable year ending December 31, 2026, but offers no assurance.
Analysis · FRMI · Real Estate & Construction
Fermi Inc. is raising $350 million through convertible senior notes due 2031, with an option for an additional $52.5 million. The offering arrives as cash reserves have plummeted from $207.5 million to $92.0 million in just three months, while equipment financing draws have surged. The company is burning cash rapidly to fund its massive energy campus development, and this convertible debt—though structured with capped calls to limit dilution—adds significant leverage to an already strained balance sheet. Against the backdrop of a bitter proxy fight with its ousted founder and a going-concern warning, this capital raise is a high-stakes move to keep the lights on and the project moving. The filing also reveals a deferred REIT election, advanced CEO search discussions, and new litigation twists, underscoring the operational and governance turmoil.
At the time of this filing, FRMI was trading at $6.28 on NASDAQ in the Real Estate & Construction sector, with a market capitalization of approximately $4.7B. The 52-week trading range was $4.47 to $36.99. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.