Fermi America Q4 & FY 2025 Earnings Call - Matador substantially built, now hostage to tenant leases and project financing

Operator: Ladies and gentlemen, thank you for standing by, and welcome to Fermi America’s earnings conference call. Today’s call will be conducted by Rodrigo Acuña, Fermi America’s Director of Investor Relations. Before I turn the call over to Mr. Acuña, I’d like to read the company’s abbreviated safe harbor statement. I’d like to remind you that statements made in this conference call concerning future revenues, results from operations, financial positions, markets, economic conditions, product releases, partnerships, and any other statements that may be construed as predictions of future performance or events are forward-looking statements which may involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied by such statements. Any non-GAAP measures that may be discussed on the call are supplemental to GAAP results and are intended to provide additional perspective on the company’s ongoing operations.

With that said, Mr. Acuña, the floor is yours.

Rodrigo Acuña, Director of Investor Relations, Fermi America: Thank you, operator, and good morning, everyone. Welcome to Fermi America’s fourth quarter and full year 2025 earnings call. Joining me today are Toby Neugebauer, our Co-founder and CEO, and Miles Everson, our CFO. Before we begin, I want to remind you that this call will contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. For a detailed discussion of these risks, please refer to our annual report on Form 10-K for the fiscal year ended December 31, 2025, which will be filed with the SEC later today. Today’s call will be structured in two parts. First, Toby and Miles will walk you through an operational update on Project Matador. Miles will cover our financial results.

We will open it for questions after that. With that, I’ll hand it over to Toby.

Derrick Whitfield, Analyst, Texas Capital2: Good morning. Thank you for taking the time to join us. This past Saturday, we had our board meeting where we reviewed all of the accomplishments of the team over the past 100 days, and it’s the first time in 30 years of business that I witnessed multiple rounds of applause. In my opinion, the response to the team’s accomplishments were well-deserved. Obviously, Fermi heard loud and clear from the market, "Go get a tenant." Unfortunately, getting the tenant is the easy part. As our shareholders, what you need Fermi to do is to earn the trust of investment-grade counterparties and the investors that provide the financing to fund $multi-billion-per-gigawatt construction projects. That requires excellence from engineering to accounting. At Fermi, we’re creating a private community powered by a private grid to be the leader empowering artificial intelligence that will shape tomorrow.

It all starts and ends with our tenants trusting us with their business, but just as importantly, their balance sheets to execute on the enormous undertaking in an environment where many are failing. At Fermi, we believe the best way to earn this trust is to do, to execute. I invite and almost plead with you all to come to the site. When tenants come to our site, they are blown away with the scale and the speed of which we are executing. 450 million cubic feet of gas pipeline in, 10 million gallons of water pipeline in, grid connect in, substation for an 800 MW, 60%-70% completed, foundations for our gen sets either completed or on the verge of completions. What really turned our shoppers into buyers was the air permit.

When we got the air permit is when the C-suites of our customers got very, very serious about buying. As you know now, we have the 6-gigawatt air permit. On Friday, we filed for an additional 5, which we qualify for, and that I have a high expectation for us executing. First, I just want you all to understand the expectation at Fermi is tenants. We need multiple tenants to maximize the use of our power gen sets. I think you have to have multiple tenants because we need diversity of demand to achieve the proper efficiency of what we’re creating with this private grid. Second, the board is very concerned about disclosure that in any way impacts the negotiations on transactions that are multi-party and involve tens of billions of dollars.

While we are signing new LOIs, we are in the mode of coffee is for closers. We are not serving coffee until we have a complete close. It’s clear that there have been issues with the stock, and as many of my friends and family and all of you all entrusted your capital and being a steward for your capital, I can’t overstate how seriously I take it. I also can’t be too focused on the day-to-day fluctuations. We are building a consequential company to solve a critical need for our customers to protect consumers and to serve our country. I’m now gonna hand it off to Miles Everson, our Chief Financial Officer.

Miles Everson, Chief Financial Officer, Fermi America: Thanks, Toby. This is our first Form 10-K as a public company, covering the period from our inception on January 10, 2025, through December 31, 2025. It’s approximately eleven and a half months. In that time, we moved from formation to IPO and substantially completed the initial phase of Project Matador. I want to frame the financials the way we manage the business internally. A traditional income statement does not fully capture the economics of this company at this stage. We are pre-revenue and in full scale construction. While our GAAP net loss is significant, it is overwhelmingly non-cash. The more meaningful story is reflected in the balance sheet and cash flow statement, specifically how nearly $570 million of investor capital has been deployed into physical infrastructure at Matador. Let’s talk about the balance sheet.

As of December 31, 2025, total assets were approximately $1.4 billion. Property, plant, and equipment totaled $935 million, nearly all of which is construction in progress as no assets have been yet placed into service. Cash and cash equivalents were $409 million at the end of the year. On the liability side, accounts payable and accrued liabilities were $177 million, reflecting the pace of construction and vendor activity. Total stockholders’ equity was $1.1 billion. As of March 2026, we had approximately 630 million common shares outstanding. If we turn our eye to the income statement and operating activities, for the full year, the net loss was $486 million. Importantly, approximately $445 million of that was non-cash.

General and administrative expenses totaled $178 million, of which $133 million was non-cash share-based compensation tied to equity incentive arrangements established at formation and in connection with the IPO. Cash used for G&A was approximately $45 million, including $12 million in personal costs for a lean team of roughly 35 employees, $22 million in professional services, and $11 million in other corporate expenses such as recruiting, travel, and marketing. Other expenses net was $312 million, almost entirely non-cash. The primary components were $174 million related to charitable contribution of Class B units prior to the IPO, 61 million of fair value losses on Series B convertible notes, 46 million of losses on embedded derivatives associated with preferred unit financing, and finally, $24 million related to preferred unit issuances.

From a cash perspective, operating cash use for the year was $34 million. That represents our true operating cash burn while executing formation, completing the IPO, securing a 99-year ground lease, building the organization, and advancing phase zero construction. We view this as strong demonstration of capital discipline. When we look at investing activities, which is the core of our financial story and the deployment of our investors’ capital, what we see is net cash used in these activities was $570 million, with virtually all of that invested directly into property, plant, and equipment at Project Matador and recorded as construction in progress. More than half of this capital was deployed to natural gas power generation, including turbine procurement across Siemens F-class and SGT-800s, as well as GE 6B fleets, along with mobile generation and balance of plant equipment.

The remainder was deployed across data center infrastructure, substation and electrical interconnection, general construction, land and water development, and early-stage nuclear pre-development. Now let’s look at our financing activities. Cash provided by financing activities totaled approximately $1 billion. This included $746 million of net proceeds from our IPO, $108 million of preferred units, $100 million from a Macquarie term loan, $76 million from Series A convertible notes, and $26 million from seed convertible notes. Subsequent to year-end, we executed three equipment financing facilities, a $500 million MUFG non-recourse turbine warehouse to support Siemens F-class procurement, which also fully refinanced a Macquarie term loan, and a $120 million facility with Keystone National Group expandable to $220 million for high voltage equipment, including transformers and switchgear.

Finally, the third one this week for $165 million with Yellowstone to finance additional Siemens SGT-800s. Those facilities, combined with our existing cash, give us the liquidity to satisfy our financial obligations for at least 12 months. We are being deliberate about what comes next. The next phase of capital deployment at Project Matador will be timed to 2 milestones. First, the execution of a definitive tenant agreement, and second, the closing of project financing. Those are the gates. Until both are in place, we will not commit significant capital to the next phase of construction. That is how we deliver shareholder value. We are advancing both work streams in parallel. On the tenant side, we have potential tenants competing for initial power. We are in active negotiations with multiple counterparties, but as of today, we’ve not executed a definitive lease agreement.

Tenant revenues are expected to commence in 2027, but even when they do, they will not be sufficient to fund our full operating capital requirements until Matador is built out and operating at scale. On the financing side, we are in active discussions with multiple lenders in progressing technical diligence now so that we are positioned to move quickly once definitive lease agreements are executed. The project-level financing is underwritten to the future cash flows that a tenant commitment unlocks. We expect both phase zero and phase one of Project Matador will exceed $3 billion in total aggregate capital deployment. The path forward depends on our ability to execute tenant leases, raise project-level debt, and bring in strategic equity where necessary. We believe this is achievable. However, these financings are not certain to occur.

If capital is not available in the amounts, timing, or terms we need, we could be forced to delay investments, amend purchase commitments, or potentially surrender collateral to preserve liquidity. We’re telling you that directly because it’s the reality of building a multi-billion dollar infrastructure platform from a standing start, and because we believe investors deserve to hear it, not just read it in a risk factor. The bottom line, we have the liquidity to meet our obligations. We are being strategic in how and when we deploy capital. The next phase of capital deployment at Project Matador will be sequenced with the execution of definitive tenant agreements and the related project financing that follows. There is more work to do, and we are doing it every day. I wanna touch on the reelection.

As we previously disclosed, we intend to elect REIT status for U.S. federal income tax purposes, beginning with our short taxable year, ended December 31, 2025. We believe this structure aligns well with the long-duration, infrastructure-oriented real estate assets we are developing. Given the level of expected non-cash depreciation, we do not anticipate generating material REIT taxable income in the near term, and therefore we do not expect to pay dividends until such time as taxable income requires it. Finally, I want to highlight for those pre-IPO investors that were subject to a lock-up agreement, that lock-up agreement expires today. Thanks. Operator, we’re ready for questions.

Operator: Thank you. At this time, we’ll be conducting our question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Thank you. Our first question is coming from Paul Golding with Macquarie. Your line is live.

Miles Everson, Chief Financial Officer, Fermi America: Hi, Paul.

Thanks so much. Hey, how are you? Thanks so much for taking my question and congrats on all the progress on the site. I wanted to ask 2 near-term questions. One being, what the key discussion points are with prospective tenants that are being negotiated as you try to work to a definitive agreement? Secondly, more specifically on the near-term energization milestones, as you look to the SGT-800 frames that you’ve received in Houston, now that you have the equipment on hand, how is the timeline coming together for deployment of those assets and how that might relate to your negotiations with prospects? Thanks so much.

Derrick Whitfield, Analyst, Texas Capital2: Thanks, Paul. The number one issue, the number two issue, and the number three issue with our tenants is they want all of our power, and they want it all forever. For our model to work, we need to have multiple tenants, so that you know, you deal with the differences in loads. That really is the issue. From when they get out there to the site, they’re blown away by the site, and they realize this is a place you can generate significant amount of power, and they want it all. In terms of the SGT-800s, we’ve had quite a bit of luck. I’m gonna come back to tenants. The units came, as you’re aware of, to Houston.

Miles Everson, Chief Financial Officer, Fermi America: We kept them in a free trade zone.

Derrick Whitfield, Analyst, Texas Capital2: We were hoping maybe we could get a break while we were waiting for our environmental permit. Literally, the second the Supreme Court had a ruling on the tariffs, we checked them into the country. We saved ourselves probably $27 million-$30 million. I’ll have them put the pictures. You can see the SGT-800’s foundations are ready to pour. On the tenant side, ’cause I know that’s what everybody is focused on, what we can share is that we’re in the contracting phase with multiple new potential tenants. Everyone needs to understand, these transactions are complex, they’re multi-party, and Macquarie, as you know better than anybody, they involve billions of dollars.

Miles Everson, Chief Financial Officer, Fermi America: Yeah. Hey, Paul, it’s Miles here. I would just add that, and we’ve said this all along, the other thing is not a tension point, but it’s one of our things we’re holding firm on, is we want investment-grade wraps. That’s why Toby earlier referred to the fact that this is really companies saying, are they gonna put their balance sheet up? And when we say companies, we’re talking about investment-grade companies that wrap these things. The second thing I would add is that it’s not just what we do and what we control, but the ultimate off-takers also or development partners need to look at this and say, can they get their side of the equation up? In other words, all their MEP and their wraps, et cetera.

We’re doing more, I’ll say, reverse due diligence than I expected we were gonna have to do to make sure that they can have their stuff up in time to take our power. ’Cause our power is ahead of most people’s ability to get the other stuff in place.

Derrick Whitfield, Analyst, Texas Capital2: That has been one of the bigger surprises is if you say Fermi in the fall was worried whether, yeah, convincing people that we could have the power. We now want to be convinced they have the MEP because we do have the power, and we need to put it to work.

Paul Golding, Analyst, Macquarie: Thanks for that color, Toby and Miles. If I could just sneak one more in then on the back of the discussion seeming to be pretty robust around demand. Is pricing... Are you able to give any color on pricing directionally relative to where you expected to be when you first started considering sort of the financial approach to the first gigawatt of power? Thanks.

Derrick Whitfield, Analyst, Texas Capital2: We’re at the same. We’ll try to push for more, but we’re definitely ready to say we’re at the same.

Paul Golding, Analyst, Macquarie: Great. Thanks so much, and congrats again.

Operator: Thank you. Our next question is coming from Vikram Malhotra with Mizuho. Your line is live.

Derrick Whitfield, Analyst, Texas Capital3: Morning. Thanks for taking the questions. Congrats on your full fiscal year. I guess I just wanna dig deeper, if you can, on kind of the tenant discussions. I’m wondering if there are different sticking points for sort of Fermi, as a landlord versus your potential tenants, and kind of how those sticking points may, you know, result in, I guess, delays in signing. I think you cited 12 months over the next 12 months. I just wanna get a bit better understanding on the sticking points from either side. From a timeline perspective, should we think over 12 months, or could it be sooner?

Derrick Whitfield, Analyst, Texas Capital2: Again, I know it comes across sort of braggadocious that once they get to the site, it really is they want the power, and they’re trying to lock in all of our power at a price today. Because I think our tenants really appreciate the scarcity of the gen sets and that the price of energy for them will be increasing. They are rightfully focused on locking in as much power at today’s prices as possible. That really is it. It’s like I said, we’re in the contracting phase of this process. In terms of providing guidance on the timeline, the board, the closing, Fermi has a really great board. Y’all can take a look at it.

Their point is, when we provide guidance on timing or expectations, that changes the dynamics of the negotiations to Fermi’s disadvantage. The board was pretty firm with me on Saturday that we’re not gonna discuss the timing because what we’re doing is, it changes the dynamics of. You know, these aren’t $1 billion transactions. These are multi-billion-dollar transactions, and they just wanna keep the dynamics as flat as possible.

Derrick Whitfield, Analyst, Texas Capital3: Okay. Just two things to clarify. One, you, I guess the shareholder letter mentioned sort of term sheets and various agreements. I just wanted to clarify. One, is there a, is there an actual LOI in place with any of these, you know, five, six, seven tenants that you’re negotiating, or is that sort of the next step? Number two, if you could just clarify any of the near-term financings, like, you know, from MUFG, is there a stipulation in any of these financings that you must have a lease signed by, you know, X, Y, Z period? Thank you.

Derrick Whitfield, Analyst, Texas Capital2: I think our comment on that we’re comfortable with is signing new LOIs. It will be a normal course of our business, and we won’t be commenting on them post that. I think it’s kind of one of the lessons that we’ve learned so far is we do not want to change the negotiating dynamics. Each one of these financing is separate. And I’m sure we’ve disclosed it, Miles. I just don’t want to comment on the,

Miles Everson, Chief Financial Officer, Fermi America: Yeah, we don’t have any tenant signing covenants, if you will, Vikram, on our financing arrangements. The other thing to remember that these financings are non-recourse to the parent, which I think is really important when you think of the overall public company. You know, the thing that hasn’t changed is that we do have an agreement with Texas Tech that we’ll have a tenant by the end of 2026. That remains the same, and we’re working collaboratively with them to advance that. That’s probably what’s most important right now is to understand that we’re still full on, and we feel really good about where we’re at. To be candid-

Derrick Whitfield, Analyst, Texas Capital2: Yeah, it’s only a 200 MW tenant.

Miles Everson, Chief Financial Officer, Fermi America: Yeah.

Derrick Whitfield, Analyst, Texas Capital2: I don’t want to demean it, but that should be cutting. That’s not close to any-

Miles Everson, Chief Financial Officer, Fermi America: Correct.

Derrick Whitfield, Analyst, Texas Capital2: Any expectation. We’ll leave it at this. Like, we don’t have a tenant that wants 200 MW. That’s not our problem.

Miles Everson, Chief Financial Officer, Fermi America: They want more.

Derrick Whitfield, Analyst, Texas Capital2: Yeah.

Miles Everson, Chief Financial Officer, Fermi America: To be clear.

Derrick Whitfield, Analyst, Texas Capital2: Yeah. If we had to have a call, if you only could have a 200-megawatt tenant, that would be a problem for us. The problem is they want, you know, gigawatts.

Derrick Whitfield, Analyst, Texas Capital3: Got it. Thank you so much.

Operator: Thank you. Our next question is coming from Ryan Gravett with UBS. Your line is live.

Ryan Gravett, Analyst, UBS: Hey, guys. Miles, you touched on this earlier, but what additional development at the site are you planning at this point before a first tenant lease is signed and you secure project financing? Is there anything you can share in terms of more precise CapEx spending or cash burn that you’re expecting this year? Thanks.

Miles Everson, Chief Financial Officer, Fermi America: Yeah. We are going to be very diligent about matching our development with the signing of project financing as well and our tenant leases. As far as we’ll go, look, these things change. This is a long-term project, not a 30-day project. What we’ll do is have the site ready to receive our power generation equipment. It’s largely there today. There’s a little incremental work that needs to be done so that we can place those generation assets into service as soon as we see that we’ve got tenant agreements to line up with the timing of that installation.

Derrick Whitfield, Analyst, Texas Capital2: Yeah, I think what we were talking about, we have become, not skeptical, but we definitely want to see that the timing of our development matches the MEP that our tenants can acquire. You know, if you say, is there a change in how we as a company have viewed it? We’ve become where I would say last year we were focused on people being able to do great due diligence on us. We have pivoted and actually made hires. We picked up a really great person from Meta that helps us do due diligence on the pace of execution of our potential tenants.

Ryan Gravett, Analyst, UBS: Got it. Thanks, guys.

Operator: Thank you. Our next question is coming from Stephen Gengaro with Stifel. Your line is live.

Derrick Whitfield, Analyst, Texas Capital1: Thanks. Good morning, everybody. I apologize if there’s any noise. I’m in an airport. When we think about, like, your tenants’ need for power and sort of the various tenants and the timing of kind of when their data centers are up and running and when they need power, like, when you’re talking to the customers, how far out are they thinking about securing power relative to where the data center becomes fully operational?

Derrick Whitfield, Analyst, Texas Capital2: First of all, that differs between each tenant, and it’s the number one, not the number one, but it’s in the top three diligence items we have or how we prioritize tenants is obviously, you know, are you financeable? i.e., are you investment grade is number one. The number two thing is we actually, unlike most companies in the world, are sitting on a whole heck of a lot of power generation that we are very anxious to put to work. There’s no one answer to it. When you think about how we’re running the business and prioritizing people that we would contract, that’s probably our number two thing. We can have the power because of all the work we did at the site to date.

We can have the power, what we now realize, probably faster than some of them can have the MEP. That becomes how we prioritize who we contract with.

Derrick Whitfield, Analyst, Texas Capital1: Thank you. The follow-up is like, just kind of going back to your—the first potential tenant and the negotiations that were terminated or at least just maybe terminated, but delayed at least. Well, like, when did they actually need power? Because I’m just sort of thinking if there’s a lack of power, what are they doing for power if they’re not doing it with you?

Derrick Whitfield, Analyst, Texas Capital2: When I look back and again, I don’t believe that. I hope that the first tenant is a tenant. I just want to convey that. When we look at the power, you know, it definitely brought, you know, to our attention that we have to really make sure that these tenants have the MEP. I think it’s a bigger bottleneck than we originally anticipated. Miles, I mean

Miles Everson, Chief Financial Officer, Fermi America: Yes.

Derrick Whitfield, Analyst, Texas Capital2: You were involved in that as.

Miles Everson, Chief Financial Officer, Fermi America: Yeah. Look, they originally were looking that they would have power that they could deploy and make revenue themselves off of in 2027. Okay. I think there’s two parts to your overall question, which is when do offtakers need power? If you look at their planned portfolios, most of them are into 2027, 2028, where they need to consume the power. However, and this is an important point, you can read it in the newspapers, there’s other sites that are not capable of delivering on the power that they’ve committed to these. We do expect, and we’ve seen some potential reallocations of where they’re gonna get their power that they thought they already had and they actually don’t have.

Derrick Whitfield, Analyst, Texas Capital1: Got it. Thank you for the color.

Derrick Whitfield, Analyst, Texas Capital2: We’re in a special spot in that we have power. We are in a special spot because we have a lot of power and the world recognizes it.

Derrick Whitfield, Analyst, Texas Capital1: Thank you. That’s good color. I appreciate it.

Operator: Thank you. Our next question is coming from Nicholas Amicucci with Evercore ISI. Your line is live.

Nicholas Amicucci, Analyst, Evercore ISI: Hey, good morning, guys.

Derrick Whitfield, Analyst, Texas Capital2: Morning.

Nicholas Amicucci, Analyst, Evercore ISI: Just wanted to touch upon something. I guess, you know, just given kind of multiple new LOIs in process, you know, in addition to the original one, I just wanted to kind of get some sense. Has the potential scope of those tenants increased, meaning like different, you know, different types of tenants? Or is it still more or less those hyperscalers? Obviously investment grade, but just kind of trying to see if those horizons broadened a little bit.

Derrick Whitfield, Analyst, Texas Capital2: I think the only thing that I would say is significant engagement by chip makers, not directly. I think they are getting really concerned that those chips are only worth the power behind them. In terms of scope, that would be the only change I would highlight. Miles?

Miles Everson, Chief Financial Officer, Fermi America: No, I. That’s how I would describe it as well. The chip makers are more

Derrick Whitfield, Analyst, Texas Capital2: Engaged

Miles Everson, Chief Financial Officer, Fermi America: ... directly engaged in where’s the power gonna come from. Frankly, where’s the whole consumption of their chips gonna come from is really what they’re focused on.

Derrick Whitfield, Analyst, Texas Capital2: I think the market’s aware that the leading chip makers are now realizing they’re getting behind a number of companies. That changes the dynamic. It does broaden it. For us, Nick, it’s the key thing is, you know this as well as anybody, we do need a diversity of load to maximize the efficiency of our gen sets. I think what you’re seeing us do is a little more math, not a little more, a lot more math on we are better off with a more diversified load base to maximize the efficiency of this private grid that we’re building.

Miles Everson, Chief Financial Officer, Fermi America: Yeah. Nick, the other thing I would just add in terms of market dynamics, what’s happening is increasingly on the MEP side, the emergence, if you will, of modular MEP, which if you think of it as a chip maker, what you’re really concerned about is speed to token. You look through the whole value chain and you say, "Where do I have places to speed up?" There’s opportunities to speed up the timing of MEP, and so you see more modular players coming in to help make that happen, which is a huge positive for us because we got the power.

Derrick Whitfield, Analyst, Texas Capital2: Yeah, that is another thing that we’ve become hyper-focused on. One of the great things that we’ve had exposure to from the oil and gas business is modularization. Again, Nicholas Amicucci, in terms of hiring, we are bringing people in that can help us diligence and engage on our client’s supply chain for MEP. That has been a real focus for us the last month.

Nicholas Amicucci, Analyst, Evercore ISI: Great. Miles, you had mentioned obviously today, kind of the IPO lockup expires. You know, the intention is still to file as a REIT for 2025. Just wanna see, are there any specific management sales that either need to occur or that we should be on the lookout for to satisfy that status?

Miles Everson, Chief Financial Officer, Fermi America: Yeah. There’s not a management sale necessarily required at the time of this expiration of the lockup. However, to meet the REIT 5/50 rules, there will be what I would say an orderly sell-down that we’re working to make that happen. We have a few months to make that happen. We’re in. You know, we got an advisor we’ve retained to help with that, and so I fully expect that that’ll be done in an orderly fashion, Nick. That’s been there from day one, and now is the time that we’re focusing on getting that executed.

Derrick Whitfield, Analyst, Texas Capital2: Obviously, my family is the problem. Today we own about 38% of the company. What I would hope to achieve, can’t promise, that if our family has to sell down, it needs to be to an accretive buyer. What I mean by that is, I want one plus one on this sell down to equal three or four. That’s why we’ve hired an advisor to help us find which acquirer of a block. Frankly, No, I don’t want to sell down hardly anything at all, especially at these levels. If we’re gonna do it, I want it to be something that adds something to the brand of Fermi. That is our goal there.

We did. I don’t know if they re-signed it, but we definitely verbally agreed to hire an advisor to run a process. That again becomes an accretive transaction that y’all are all excited about versus a dilutive, you know, sell down of my family’s position.

Nicholas Amicucci, Analyst, Evercore ISI: Great. I’ll leave it there.

Operator: Thank you. Our next question is coming from Skye Landon with Rothschild & Co. Your line is live.

Derrick Whitfield, Analyst, Texas Capital0: Hi. Coming back to the tenant questions. Clearly, a few months ago, we were talking about kind of one client taking the full first gigawatt. It now seems like you’re potentially balancing trying to keep multiple parties happy. Just wondering if that first gigawatt maybe splits into multiple tenants taking smaller kind of megawatt numbers, or not, or kind of what you see the base case from here. Then secondly, you mentioned that pricing was remaining in the same ballpark as previously, but just wondering if the structure of rental revenues kind of ahead of operational shells is still gonna be the same structure as previously or if there is different conversations with new potential tenants is potentially changing this. Thanks.

Derrick Whitfield, Analyst, Texas Capital2: First of all, there’s no one that wants less than 200 MW. I mean, we’re trying to talk them down. We’d rather do five 200 MW deals if you ask us when we run our calculations, that is the right. That’s great. Not problem, the opportunity we’ve got is we’ve got 2.3 GW with the F-class units on their way. Our team was in Germany the other day, and two of them were in the loading dock. Hey, our goal is I don’t think we get away with three tenants for the first two would be victory, and I think we only get away with two.

Miles Everson, Chief Financial Officer, Fermi America: Hey, Skye, it’s Miles here. I would put it this way. We will likely only do deals 500+, and we can do that, so it’s allocation. If we can allocate the initial commitments right over that 2+ gigawatt that Toby referred to. The real question for me in these discussions is they all want ROFRs on future quantum of energy, and you got to not just look at the initial allocation, but also how are you allocating the ROFRs so that you comply with any ROFRs that we would commit to.

Derrick Whitfield, Analyst, Texas Capital2: In terms of the pricing is the same as we said. I think we’re getting more involved in the MEP. I’m not saying we’re getting into MEP business, but we are wanting to make sure we’re solving all of our clients’ problems. Not a change in strategy, but enhancing the services that we provide to our customer.

Derrick Whitfield, Analyst, Texas Capital0: Okay. Thanks, guys.

Operator: Thank you. Our next question is coming from Derrick Whitfield with Texas Capital. Your line is live.

Derrick Whitfield, Analyst, Texas Capital: Good morning, all. Thanks for your time and congrats on your progress today. With respect to your prospective tenant list, could you perhaps add color on how this list has evolved since your air permit was finalized?

Derrick Whitfield, Analyst, Texas Capital2: I didn’t hear the last part. I heard airport permit. That’s my favorite word.

Miles Everson, Chief Financial Officer, Fermi America: It’s kind of an interesting role.

Derrick Whitfield, Analyst, Texas Capital: Yeah. No, just could you speak to how kind of the tenant list has evolved since your air permit has been finalized?

Derrick Whitfield, Analyst, Texas Capital2: The tenant list didn’t change. The engagement changed dramatically. Basically, the best way I can describe it is shoppers became buyers. I mean, it is one of the largest air permits ever. I think the largest gas gen project is in Florida. It’s only 3.5 gigs. We’re at 6. I think, as you all know, we filed for an additional 5. I mean, we’re looking at being the place where you can have the largest gas generation set on the planet. I think, the C-suites across all of our customers immediately got concerned is, "Hey, we better get while the getting’s good," to use a West Texas phrase.

Derrick Whitfield, Analyst, Texas Capital: Great. For my follow-up, with regard to the emergence of modular MEP development, what is the base unit in general on this modular operations, and to what degree can they accelerate time to power?

Derrick Whitfield, Analyst, Texas Capital2: I went to the Schlumberger factory in Shreveport. Berenberg, 6 weeks doesn’t sound like that long ago, but at Berenberg, 6 weeks is 6 years at most companies. I think it’s game-changing, and I think it’s going to dramatically. I don’t believe we’re gonna be talking stick-built building MEP in a year. I really don’t. It’s just such a transformational way and a much more cost-effective way to build MEP. We’re gonna plug and play MEP into power shells. That’s what the business is gonna go to.

Miles Everson, Chief Financial Officer, Fermi America: Perfect.

Derrick Whitfield, Analyst, Texas Capital2: I encourage y’all. I’m sure Schlumberger will let you go see their factory, and I know there’s a couple other companies. I mean, it took us one minute to realize, wow. We’re trying to get Schlumberger to build a factory next to us.

Operator: Thank you. Our next question is coming from Joe Brent with Liberum. Your line is live.

Joe Brent, Analyst, Liberum: Good morning, gentlemen. Two questions, if I may. Firstly, you talked earlier about cash burn, and I understand there are different scenarios. Can you just give us the parameters of what the cash burn might be in FY 2026? And secondly, related to that, I think you’ve got $885 million of equipment financing facility, which I understand is currently non-recourse. Could you indicate at what point, if ever, that comes onto the balance sheet? Related to both those, remind us of the funding structure.

Derrick Whitfield, Analyst, Texas Capital2: Well, first of all, on the cash burn, I like to tell people that I’m an aggressive personality, but a financial sissy. We do have a standing call every day at 4:00 P.M. Eastern, 3:00 P.M. Central, where we review the cash position on a daily basis. On the recourse, and I focus on it pre-tenant, meaning I’m again aggressive personality, financial sissy. Miles, I’m not aware that any of it comes onto the balance sheet, that I’m aware of.

Miles Everson, Chief Financial Officer, Fermi America: It doesn’t come onto the Holdco balance sheet. On the cash burn, we’re running. What does it look like cash burn from a pre-tenant signing perspective, and we got plenty of cash from that perspective. Once we have the tenant, we’ll do the project finance, and obviously, at that point, there’s plenty of cash to finance the first tenant contract and finish out the deployment and commissioning of the gensets.

Joe Brent, Analyst, Liberum: Okay. Thank you.

Miles Everson, Chief Financial Officer, Fermi America: Yep.

Operator: Thank you. Our next question is coming from Richard Anderson with Cantor Fitzgerald. Your line is live.

Richard Anderson, Analyst, Cantor Fitzgerald: Thanks. Good morning, everyone. Miles, early on the

Derrick Whitfield, Analyst, Texas Capital2: Good morning.

Richard Anderson, Analyst, Cantor Fitzgerald: Early on in the call, you addressed potential for asset relinquishment to preserve cash flow. Can you provide a little bit more color on how that might play out? You know, assets that are sort of on that list, you know, anything more you can add to that topic?

Miles Everson, Chief Financial Officer, Fermi America: Yeah. Let’s be clear, Rich. That is not our intention whatsoever, and we don’t see that happening. When you think through all potential scenarios, right, you say, "Well, what are the levers I have to pull?" That would be one lever if we had to. Right now, we don’t have any plans to do it. It would, if you had to do it, you would do it with a genset or two, ’cause there’s plenty of demand. I mean, we get lots of inbound calls as to whether or not we would move our equipment to somebody else. We have no interest in doing that. I only mentioned it because-

Derrick Whitfield, Analyst, Texas Capital2: It’s warriors.

Miles Everson, Chief Financial Officer, Fermi America: Well, well, and it’s only prudent to say, what are the levers you know, if you gotta pull different levers, what do I have? I would not want anyone to think that that’s on our list of things to do, at this juncture, given what we see on the tenant front, the timing of everything, but.

Derrick Whitfield, Analyst, Texas Capital2: I don’t even like talking about it. These gensets are incredibly valuable, and I would auction off my two boys first before I would let one of these gensets go. Probably the dumbest thing I’ve ever done is even before we got to Texas Tech lease, my family basically committed to buy those SGT-800s. I did basically auction off my children’s future for that.

Richard Anderson, Analyst, Cantor Fitzgerald: Yeah.

Derrick Whitfield, Analyst, Texas Capital2: Hey, like I said, my boys will be auctioned off first, and then we’ll look at the gensets.

Richard Anderson, Analyst, Cantor Fitzgerald: Well, well, that’s love. Okay.

Derrick Whitfield, Analyst, Texas Capital2: Exactly. At least they know where they stand.

Richard Anderson, Analyst, Cantor Fitzgerald: Okay. Second question is, on the land lease or ground lease. You know, what must be in place by this date or that date from a power resource perspective or tenant or whatever it is that, you know, satisfies any sort of requirements around maintaining your position as the landlord?

Derrick Whitfield, Analyst, Texas Capital2: It is a notice to proceed to begin construction. We don’t have to have anything built, which means we’re further ahead. Yes, we don’t have to have an actual data center. We have to have a tenant, and an agreement with that tenant and it has to be 200 MW. I’m not gonna diminish that. It would be hard to get 200 megawatt deal because no one wants that little of power. To be clear, that’s by 12:30 on 26th. Yes.

Richard Anderson, Analyst, Cantor Fitzgerald: Okay, great. That’s all I got. Thank you.

Derrick Whitfield, Analyst, Texas Capital2: Thanks. Thank you all.

Operator: Thank you. Our final question today is coming from Andrew Fisher with Berenberg. Your line is live.

Andrew Fisher, Analyst, Berenberg: Okay. Thank you. Good morning, everyone. Thanks very much for taking my question. A few has already been answered, but I just had one follow-up just on the sort of pre-tenant cash or investment requirements. Could you maybe just give a little bit more color of, let’s say that the turbines that you already have in your possession, you know, where you’ve already got the foundations being installed. Could you give us a rough idea about, you know, what remaining CapEx is needed just to get those installed to sort of get you there ready for the first tenant? Or if you can’t give an absolute number, maybe an idea of the sort of percentage of the overall capital cost of those projects.

I assume most of the heavy lifting’s already been done, but it would just be good to get an idea, please. Thank you.

Derrick Whitfield, Analyst, Texas Capital2: Okay. We’re working on the actual calculations on the foundations for the F-class units. Again, two of them, it’s a wonderful picture. I hope. In fact, let’s put it on the website so people can see the F-class units. I wanna get those foundations installed. The site’s cleared, the geotech’s done. They’re only 1,300 sq ft per generator. I don’t have the numbers for those. We have those out for bid literally right now. If you’re over here after this call, we’re gonna be debating how much money the foundation we need to complete is the SGT-800s. Let me be clear. I don’t think it should cost more than $10 million.

I would put that one in a source of consternation and debate at Fermi America. I’d like to get those SGT-800s instead of having them sitting in Houston. They need to come home to Amarillo, and it makes no sense to have those F-class units sitting in an expensive storage facility. I’m really zoned in on the foundations. We’ve got an additional extension on our deal with Xcel Energy that I think is kind of $8-$10 million. I think it should cost $4 million. I think you’re gonna get a theme that the CEO thinks everything should cost half of what he’s currently being quoted.

Andrew Fisher, Analyst, Berenberg: Okay. Thank you very much.

Operator: Thank you.

Derrick Whitfield, Analyst, Texas Capital2: Thank you.

Operator: Ladies and gentlemen, this does conclude today’s Q&A session and will also conclude today’s call. You may disconnect your lines at this time, and we thank you for your participation.