FRMI

Good morning, ladies and gentlemen. Thank you for standing by, and welcome to Fermi America's first quarter 2026 earnings call. At this time, all participants are on a listen-only mode. A question and answer session will follow the prepared remarks. Please note that today's event is being recorded. I'd now like to turn the call over to Rodrigo Acuna, Fermi Director of Investor Relations. Rodrigo, the floor is yours.

Good morning. Thank you for joining Fermi America's first quarter 2026 earnings conference call. With me today are our Chairman of the Board, Marius Haas, Co-Presidents of the newly established Office of the CEO, Jacob Ortiz Blanes and Anna Bofa, and our Interim Chief Financial Officer, Rob Masson. Today's call contains forward-looking statements within the meaning of the federal securities laws. These statements reflect management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. For our detailed discussion of the risks, please refer to our most recent annual report on Form 10-K and our recent reports on Form 8-K. Any non-GAAP measures discussed today are intended to provide supplemental perspectives on the company's ongoing operations. I will now turn the call over to Marius.

Thank you, Rodrigo. Good morning, everyone, and thanks for joining us today. We're at a meaningful inflection point in Fermi America's development. With Fermi 2.0, we're moving forward from the entrepreneurial foundation that built this company to the institutional framework required to scale it. Fermi was built on delivering reliable private grid power at scale to the hyperscale compute infrastructure that the AI economy requires. That hasn't changed. Market conditions continue to validate our approach and value proposition. Forecasts for AI-driven power demand vary, but the central tendency has moved meaningfully upward over the past year. In the near term, the picture is one in which power availability, not capital and not demand, appears to be the biggest constraint. It's clear that delays are being reported across announced projects globally, and those delays are being driven by grid interconnection timelines and equipment availability.

What's important for you to know is that our strategy is oriented towards addressing that specific gap, and it's why we believe our project is advantaged. Our mandate today is to execute with the governance, commercial relationships, and operational discipline that our investors rightly demand and expect. On today's call, we'll cover several important topics. First, I'll address the leadership changes and the steps we've taken to strengthen governance, commercial execution, and financial discipline. Second, Anna will cover commercial progress, including tenant engagement, regulatory, and nuclear. Third, Jacobo will provide an operational update on Project Matador, including recent site progress across procurement and construction. Finally, Rob will review first quarter results and liquidity. To begin, I want to take a moment to directly address the recent changes in leadership. Last month, the board removed Toby Neugebauer from the positions of President, Chief Executive Officer, and Director.

He was terminated for cause. The board's decision was deliberate. It was unanimous among the directors involved. It was the result of a careful and comprehensive process that included guidance of an independent counsel. Importantly, the board firmly believes the move was in the long-term interest of this company and its shareholders. While Toby played a critical role in building something genuinely ambitious, the board recognized that over the next 18 months, Fermi needs to operate differently. We need to execute multi-billion dollar contracts with investment-grade counterparties while continuing to evolve as a public company advancing towards commercial operations. This evolution is what Fermi 2.0 is all about. Executing it will require changes at the top. These include 3 significant actions. First, we have strengthened our governance structure.

I have assumed the role of Chairman of the Board, bringing experience from Dell Technologies and the enterprise technology sector. We expanded the board from five to seven directors, adding Miles Everson, Larry Kellerman, and Jeffrey S. Stein. As our former CFO, Miles knows the company inside and out. Larry currently serves as our Head of Power and has more than 40 years of experience building multi-billion dollar power generation asset portfolios. Jeffrey is a seasoned chief executive and chairman with deep experience scaling industrial enterprises into public company caliber organizations. We've engaged Heidrick & Struggles, a respected executive recruiting firm, to lead the search for our next CEO.

That process is underway, and we have a preliminary slate of highly qualified candidates already in hand. We're focused on identifying the right person, a seasoned leader with experience leading large, complex companies, relationships with hyperscalers, and fluency in project financing to take Fermi to commercial operation and beyond. Additionally, we have hired Robert L. Masson as our Interim Chief Financial Officer. Rob Masson has more than 20 years of public company financial leadership. His track record of driving growth and enterprise value across multiple industries is exactly what this company requires as we scale Project Matador and cultivate institutional relationships. Second, we have formalized our operational presence. We've established a new corporate headquarters in Dallas in addition to our permanent on-site presence in Amarillo. Dallas positions us close to key stakeholders and deep talent, while Amarillo keeps our team embedded in Project Matador's build-out.

Third, we have actively rebuilt and expanded our commercial relationships. Since the leadership changes in April, our commercial momentum has strengthened. Tenant conversations that had previously stalled have been reinitiated, and new prospective tenants have entered our data room. The market's response to the structural changes we've made have been constructive, and we're increasingly confident that this evolution positions Fermi to accelerate the execution of our first binding tenant agreements. Anna will provide more color in a moment. At this point, I want to quickly touch on a few topics that are top of mind. I'll start with liquidity. Rob will discuss this in more detail shortly, but here's the main takeaway. We have multiple levers we can pull, and we're managing this company so that capital decisions are driven by strategy and not by pressure. Next, our former CEO's ill-advised call for an immediate sale of the company.

The board has carefully considered that view and rejected it outright. A forced sale at this moment is not in the best interest of the long-term shareholders, especially with anchor tenant negotiations advancing and our financing structure intact. As any responsible public company should be, we're always open to value-creating opportunities, but we're not going to be stampeded into a short-sighted decision. Lastly, I'd like to talk plainly about what has not changed. The assets and fundamental value of our business have not changed. We have a campus on the path to 17 gigawatts of private power with a 6-gigawatt clean air permit in hand and an additional 5-gigawatt application filed. We have more than 2 gigawatts of long lead time gas generation, either on-site or under a firm contract. We have great partners, including Texas Tech University, which has reaffirmed its support. Our mission has also not changed.

The country is in a generational race for AI compute, and that race is bottlenecked by power. As I mentioned earlier, behind the meter, gigawatt scale, redundant private power that is delivered on the necessary timeline is not a nice-to-have for the hyperscalers and frontier model developers. It is the constraint. Fermi was purpose-built to relieve that constraint. If anything, the macro thesis that served as the basis for our highly successful IPO is sharper today than it was then. Perhaps most importantly, the fantastic team executing on our vision has not changed. The engineers and project managers who pour the foundations, handle supply chain logistics, manage EPC contractors, and run permitting are here, remain focused, and are moving forward. I will now turn the call over to Anna for a commercial and regulatory update.

Thanks, Marius. I'll cover 3 areas today: commercial progress, regulatory advancements, and the continued de-risking of our nuclear program. I'll start on the commercial side. The most important message is that the market has not walked away from this asset. If anything, recent engagement has reinforced the strength of Project Matador and the urgency of the customer need we are addressing. The underlying customer need has not changed. If anything, it has intensified. Across hyperscalers, neo-cloud providers, and enterprise compute operators, the same constraint keeps coming up. Access to large-scale, reliable power on a timeline that matches AI demand. That is the commercial opening for us at Fermi. Fermi 2.0 is about making the company easier to work with, creating a more streamlined commercial interface for customers and partners who want to move quickly and confidently.

That means faster decision-making, tighter commercial coordination, and a more direct path from diligence to binding agreements. Over the past two weeks, we've hosted multiple prospective tenants and strategic partners at our site. The feedback has been highly constructive. Customers and partners continue to view Project Matador as one of the most advanced and customer-ready large-scale power campuses they have evaluated. That matters because customers are not looking for a conceptual capacity. They are looking for credible near-term power, real infrastructure, secured equipment, permitting progress, land control, and a team that can execute. The conversations we're having are increasingly specific. Customers are working with us on capacity planning, delivery sequencing, power availability, reliability, operating structure, and the commercial frameworks required to move from interest to execution. Importantly, these conversations are continuing under the office of the CEO structure. Customers are not waiting for a permanent CEO appointment to engage.

Their need is immediate. They are working with us now to match capacity requirements and potential delivery paths. We are also evaluating strategic partnerships with established and respected data center operators and infrastructure partners. We view those partnerships as potential accelerators, a way to expand our execution capacity, increase customer confidence, and serve a broader set of tenants while maintaining commercial discipline. The commercial message is straightforward. Demand remains strong. The asset is being validated directly by the market. Fermi 2.0 is giving the structure to convert that demand into binding agreements with the right counterparties at the right economics and on timelines we believe we can execute. We will announce binding agreements when they are signed and when disclosure is appropriate. We are encouraged by the progress. We believe the changes we've made have strengthened and accelerated our ability to transact.

On the regulatory front, the most significant milestone of the quarter happened in February with the receipt of our clean air permit for 6 gigawatts. This represents the second-largest permit of its kind in the U.S. This is not just a regulatory milestone; it is a commercial milestone. The approval is a key enabler of our commercial program. It provides prospective tenants with the regulatory certainty they need to commit capital to long-term agreements at this scale. In late March, we filed for an incremental 5-gigawatt gas permit, giving us additional flexibility as we build toward the broader campus vision. We have also filed for foreign trade zone subzone designation for our imported generation assets. Once that's received, it will deliver meaningful tariff relief and duty deferrals, which has a quantifiable benefit to our balance sheet. Finally, on nuclear.

This work is about strengthening the long-term commercial value of Project Matador. We have a front-end engineering and design agreement with Hyundai Engineering & Construction that covers site layout and civil cost estimating. Doosan Enerbility has also commenced preparation of forging dies for our reactor pressure vessels. It's worth noting that we're the first private company to be admitted to the NRC's Accelerated National Environmental Policy Act pilot program. This work, in combination with the DOE financing track, significantly de-risks the long-dated portions of the campus build-out and underscores the national strategic priority assigned to this project. I will now turn the call over to Jacobo for an operational update.

Thank you, Anna, good morning, everyone. Construction of Project Matador continued to advance during the quarter. Our team is focused on consistent strategic execution. We have continued to build our team and strengthen our systems and processes. We have now installed more than 11 miles of perimeter fencing, nearly 5 miles of high-pressure gas pipeline, 7 miles of water distribution lines, providing 2.5 million gallons a day, we have built a 2 million gallon water storage tank and secured additional water rights for the site. We have also brought 86 megawatts of power from Xcel Energy to the site. Looking at our power generation assets, 3 GE 6B frame turbines are currently undergoing refurbishment in Houston, we expect them to be completed by the middle of next month. The foundation for these turbines have already been poured.

Our Siemens SGT-800 generator sets have arrived in Houston and cleared customs. The foundations for these gen sets have been prepped at the site and are almost ready to be poured. Lastly, the S-class turbines, representing 1.1 gigawatts of combined cycle capacity, are scheduled for delivery in the third quarter of this year. With an additional 6 Siemens SGT-800 turbines, which are secured and scheduled for delivery in 2028, our total natural gas generation equipment is roughly 2.2 gigawatts. With this significant milestone and the conclusion of phase zero, we pause additional site development as it was always planned until a tenant is signed. Future capital deployment will remain disciplined and aligned with commercial progress.

Through our $1.4 billion investment in balance sheet assets, we have established a speed to power advantage that we believe is unmatched and highly compelling for customers facing rapidly growing compute demand. Bottom line, we're in a great position to mobilize immediately upon lease execution. Our supply chain is secured, our EPC contractor relationships are intact and stronger than ever, and we're highly confident in the availability of labor in the region. Fermi 2.0 is focused on stabilizing and scaling what will become a generational opportunity through disciplined execution, operational clarity, transparent leadership, and long-term shareholder value. I will now turn the call over to Rob for the financial review.

Thank you, Jacobo. For the quarter, we reported a net loss of $189 million. About 70% of that was non-cash. It was driven primarily by share-based compensation associated with our broad employee equity program. We also incurred a $25 million loss on the retirement of the Macquarie term loan. Cash used in operating activities totaled approximately $7 million for the quarter. It benefited from $29 million of accounts payable and accrued liabilities growth, partially offset by $7 million of cash used on prepaid expenses and other assets. This resulted in $22 million of net working capital benefit. Without this benefit, we used approximately $29 million of cash. We are committed to managing corporate overhead as we invest in bringing Project Matador to life. We invested $441 million in property, plant, and equipment during the quarter.

That brings our cumulative investment in Project Matador to more than $1.4 billion. The primary allocation was to natural gas power generation, including turbine procurement across our Siemens and GE fleets. The remainder was deployed to site infrastructure, substation equipment, electrical interconnection, and early nuclear pre-development. With regards to liquidity, we ended our quarter with $243 million in total cash. Notably, this quarter, we fully repaid the Macquarie term loan. By doing so, we replaced approximately $150 million of high-cost debt with more favorable equipment financing. We have $785 million of new equipment financing facilities anchored by $500 million from MUFG, one of the world's leading infrastructure lenders. This debt is structured as non-recourse to the parent company, secured by the underlying generation equipment.

In late March, we also secured more than $156 million of financing with Yorkville, which will support general corporate expenditures. This agreement provides additional flexibility at the parent level while our equipment-level facilities fund our long lead time power generation assets. To date, we have not drawn on this facility. In total, we've now secured nearly $1 billion in financing commitments as we scale up Project Matador. Importantly, moving forward, we will be disciplined with our deployment of capital by more closely matching cash outlays with capital inflows that arise from tenant agreements in the transition to project-level financing. Taken together, we believe our sources of capital and disciplined deployment provide funding for our near-term development activities.

Looking beyond our existing sources, we expect to fund the next phase of Project Matador through a combination of tenant prepayments, additional non-recourse equipment financing, project-level non-recourse debt, and taking advantage of government programs, including the Office of Energy Dominance Financing. I will now turn the call back to Marius for closing remarks.

Fermi 2.0 is defined by the convergence of two things: the tangible asset base we have already constructed and the institutional capability we are now deploying to realize its full value. We have converted investor capital into more than $1.4 billion of infrastructure at a site that few, if any, competitors can replicate on a comparable timeline. Over the past several weeks, we've seen an exceptional level of receptivity in our strategy and plans from every corner of our ecosystem. Our prospective tenants, existing suppliers and partners, government officials, and most importantly, our employees, have been deeply engaged, which strengthens our conviction in the path we're on. Our Fermi 2.0 strategy and execution plans are now in full motion.

At the management level, our focus is clear and disciplined: attracting premier tenants who recognize the unique value of our platform, building the best private power grid on the planet in close collaboration with our suppliers and partners, ensuring sufficient capital to support liquidity needs, accelerating strategic partnerships in both power and data centers, and investing in our people and talent pipeline, including key leadership additions.

At the board level, our mandate is to ensure that the company scales into a truly enterprise class organization by doing the following: establishing clear strategic and operating priorities designed to enable consistent, flawless execution, conducting a thorough, disciplined process to hire a world-class CEO who can lead this next phase of growth, and proactively addressing outside interference so that leadership can remain focused on running and growing the business. Above all, we are aligned around a single overarching objective: maximizing long-term shareholder returns. We look forward to updating you on our continued progress as we execute on the Fermi 2.0 vision. Operator, we're now ready to take questions.

Certainly. Everyone at this time will be conducting a question-and-answer session. If you have any questions or comments, please press star one on your phone at this time. We do ask that while posing your question, please pick up your handset if you're listening on speakerphone to provide optimum sound quality. Once again, if you have any questions or comments, please press star one on your phone. Your first question's coming from Nicholas Amicucci from Evercore ISI. Your line is live.

Hey, good morning, everyone. Just wanted to clarify. In the release, you kind of laid out a 90-day plan that has kind of the five points of emphasis. If we could just kind of define for investors what we should expect to see by the end of that 90-day period. Specifically, if you could clarify whether the 90-day objective is a binding lease offtake or a non-binding or both. You know, is that tenant agreement kind of the gating item for all the other four?

Nick, thank you for your question. Really appreciate it. I want to make sure that the team is fully comprehensive of the fact that we're 100% focused on executing on our plan and that we have just laid out for you. As to the next 90 days, it is our expectation that you should measure us on delivering on these five key points. A secure and binding tenant agreement. That we maintain capital discipline to support liquidity. That we hire our next CEO. That we deliver power at our project site. That we explore strategic partnerships for accelerating data center and power deployment on our site. Those are the five commitments and deliverables that we're focused on for the next 90 days without distractions. That's how you should measure us.

Great. Very clear. Thanks, Marius. If I could just touch too upon just kind of the cash component. Operating cash use was kind of limited in part of in part by working capital benefit from accounts payables and accrued liabilities. You have $243 million of cash in restricted cash, $421 million of debt, you know, $441 million of CapEx that was incurred during the first quarter, and now this $150 million of Yorkville commitment. How should we think about kind of the normalized cash burn in 2Q and 3Q, you know, prior to a binding agreement? Should we expect any type of meaningful reversal of the 1Q payables or accrued liabilities?

Thank you for the question. That's good. Let me talk about liquidity. As you said, we had $243 million of cash in restricted cash at the end of the quarter. It's important to note that we have strong equipment financing in place that covers most of our remaining expenditures on turbines and electrical power equipment. We have these MUFG and Keystone Equipment secured on non-recourse debt. Beal Bank, we have $160 million of capacity there for six Siemens turbines that will be built and delivered by 2028. We feel good on that side about our equipment finance. The Yorkville facility is really there for a backstop for general corporate purposes. It gives us flexibility at the parent level.

We have not drawn on this facility yet. As we think going forward, as I said, the equipment financing will cover the power assets ordered. The sources of capital and disciplined deployment, we're really changing the way we look forward. It's that discipline Marius talked about, looking at our payments and matching them to new tenant agreements and so forth. You would see a disciplined approach going forward with capital.

Perfect. Thanks, guys.

You're welcome.

Thank you. Your next question is coming from Nick Lawson from Ocean Wall. Your line is live.

Hi all, it's Max Taylor here from Ocean Wall, just stepping in for Nick. It'd be great if we could get a bit more color on the 5 gigawatt air permit that you filed in March. Just around sort of, you know, what are the expected timelines for approval? Have there been any sort of early signals from regulators? Any early conversations? Just sort of a slightly second part, you know, what were the lessons, I guess, from the 6 gigawatt permit approval that give you confidence in the timeline for this new application? Thank you.

Good morning. Thank you for the question. This is Jacobo Ortiz Blanes. I'll start with the latter. The 6 gigawatt air permit is in place. EPA is supporting it, we're moving forward with it. As we have already communicated, it's the second-largest air permit ever granted in the U.S. Based on that feedback and all of the studies that we did, we have space to increase it by an additional 5 gigawatts, which was filed recently as reported, and we fully expect it to be completed successfully by Q4 of this year. We remain confident in our approach. We learned that by being transparent, clear, with our studies and what we were doing, we got the first one, and we expect a second one to be granted as well.

I think, uh-

Brilliant.

Max, just to add to it, I think the comments we received from the first 6 gigawatts was, "Why didn't you ask for more?" That triggered us, going ahead with the application for the next 5 gigawatts as part of that process.

Brilliant. That's really helpful, guys. Thank you, and I'll pass the question on.

Thank you. Your next question's coming from Vikram Malhotra from Mizuho. Your line is live.

Morning. Thanks for taking the question. Maybe just first, you put out a 90-day plan, sort of securing a tenant agreement. I just guess, 1, why sort of put a short clock in terms of specific 90 days? Is there something about conversations or tenant types or where you're progressing to be that specific sort of given the history the last year? Maybe just give us a bit more flavor on, like, what gives you confidence to sort of highlight over the next 90-day you can, you know, secure a tenant agreement?

Yeah, happy to take that. I think what gives us the confidence is we've been able to identify kind of what was holding customers back from engaging with us. That was really the fact that they wanted to feel that they could trust us, that they could build a long-term relationship with us. As you know, these agreements are 15-20 years. The counterparty is looking for assurance that who they're partnering with is somebody that is gonna be able to support them over the long haul. For us, that was why, you know, we made the changes that we made to ensure that we were a relationship-oriented company, and that we could, you know, step in to support these folks over the long haul.

Part of our confidence is about that. The other piece of our confidence is around the kind of state of our site. As mentioned earlier, we've had numerous partners to the site, and folks have really let us know that the site is the most customer-ready that they have seen in the country. The third piece of it is just the demand. The demand has not gone away. Everyone is looking for capacity, and we're one of the few projects that has capacity for the next couple of years at the scale that we have it. Those things give us the confidence. It's the relationship building and trust we've been able to do over the last several weeks. It's also grounded in the readiness of the site.

The last point I'll make on this is that so many of these customers have also been focused on figuring out, you know, how they can engage with us from a transaction standpoint. We've really tried to align our commercial activities to be much more streamlined. It's much more clear how our process works on both sides so that they can engage with us confidently.

Vikram, I'll just add one final statement is that, over the last three weeks, our pipeline has increased exponentially, much more so than we ever expected.

Okay. That, that's good to hear. I guess the second question, there's two parts to it. On this tenant, you know, potential signing, are you able to give us some color on, you know, high level as, you know, what we previously modeled in terms of potential revenue and the, and more so the CapEx to build out this first lease, whether it what we know, no matter what size, we had thought, we had sort of said first gig would probably be around $4 billion-$5 billion, and the first gig would, you know, generate a certain amount of NOI. Can you give us any high-level color on what it would cost to build this out? Just related to that, are you on a short talk with Texas Tech as well? Just maybe update us on, is there a stipulation still that you need to sign a lease by a certain date?

Yeah. What we're looking at right now, this may be an evolution, we'll call it, is we feel like there's now multiple structures that we could pursue that deliver the same economic value opportunity to these projects. We talked a little bit about our pursuit of potential partnerships with data center partners, power partners, infrastructure partners. We continue to engage directly with hyperscalers. We've realized that there is multiple paths to be able to achieve our financial goals with these projects. While we can't, you know, say specifics, of course, around the numbers of the deals that we're currently trading, we can say that we feel very confident that the deals that we have at hand provide the same kind of economic opportunity that we've always set out to achieve.

I'll add just a little bit, Vikram. One of the strategic priorities we laid out for the next 90 days is to explore partnerships to accelerate our data center and power deployment capabilities. That has very interesting opportunities around additional capital infusion into the business that would come from our partnerships. That's extremely helpful. On the Texas Tech question you had, let me reassure you that we have a very, very strong relationship with Texas Tech. We have met with the Board of Regents Chair. We've met with the Board of Regents Special Committee overseeing the relationship with Fermi. I've personally met with the Chancellor twice in the last three weeks. We're both extremely motivated to ensure the long-term success of Fermi, as it's a highly visible project for both of us.

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

Hi. Thanks for taking my questions. I know it might be early days, but just wondering if you can elaborate on the idea of exploring strategic partnerships for the power in the data centers. What, what does this potentially mean? Does it mean bringing in a more experienced operator for the power generation sets and things like that?

Secondly, just checking in on the power plan that you've shown within the slides. Is the option of Xcel Energy providing an increased level of power up to 200 MW still on the table? Just wondering why that isn't part of the 2026 and 2027 power plan. Still on the power plan, does this include the turbines kind of running in single cycle? Presumably at some point these would need to move to a combined cycle. Just wondering when, and how you would look to do that and, if that's part of the air quality permit conditions? Thanks.

Yeah, I'll start with the data center question and then I'll turn it over to the others for the rest of your questions. On the pursuit of partnerships, particularly on the data center side, this is really a direct reflection of the conversations that we had with hyperscalers. What we're seeing is that, again, their demand is so high that they're needing to pursue paths with partners to have additional capacity. We realized that by also pursuing those data center partnerships, that there's a way to kind of meet them where they're at. The space has changed tremendously in the last 6 months.

As mentioned before, we've realized that there's multiple structures to be able to serve these customers, and so we wanna ensure that we are meeting them where they're at, also pursuing the things that they're looking for to stay up-to-date on their needs. That's what we're doing. The goal on the exploration of power partnerships is also a reflection of this need.

One thing we're looking at is how do we kind of look at additional capacity to serve more customers. As Marius noted, the demand that we've seen over the last couple weeks is so strong that we're now in a position where we're thinking about how do we kind of bring more capacity to our sites quicker so that we can serve additional customers. Those are the two reasons why we have pursued, these partnership opportunities. I'll turn it over to Jacobo and Marius for the rest of your questions.

Yes. I'll add very briefly. Obviously, those partnership conversations are bounded by confidentiality agreements. Therefore, at this point in time, we can't provide more information. Rest assured, these are the names in the industry that are coming to Fermi and wanting to partner with us to deliver the best-in-class service and product to our customers.

The last thing I wanna add is that our generation equipment position is strong. It's something that is unique to Fermi versus the rest of the market. If I go, you know, power block by power block, our GE 6B turbines are refurbished, they're ready. Our S-class units from Siemens are brand-new units. You know, it's again, 1.1 GW. They're finished, you know, in Germany and will be shipped over the summer to the U.S. Our SGT-800s, as we have reported, are in the Port of Houston, are waiting to come, you know, to the site. From that perspective, again, you know, we have been very deliberate in getting our power ready. You know, we have 2.2 GW of available power now.

You know, 1.5 of that which we can execute by the end of 2027, provided we have a tenant and project finance. We're gonna be deliberate in how we execute, you know, our plan. Last but not least, you know, we have, as we've reported, 200 megawatts from Xcel Energy. 86 of that tie-in is already at the site, and an incremental 114 megawatts will come, you know, in the first part of 2027. We're ready to serve customers.

Great. One more, if I may. Just on the EPC partners. Clearly, you know, timelines are somewhat changing and they're still pretty dependent on when you're able to secure a tenant. Just wondering if you could kind of elaborate on the EPC market. Are you still looking to use the same partners that you were originally looking to use? How flexible are these partners in terms of the time slots that they can do the work to install the power equipment that you need? Any additional color you could give there would be great. Thanks.

Sure. Thank you for the question. Absolutely. I mean, we are in lockstep with our strategic partners. Our GE 6Bs are being installed at, from the very beginning, with a company out of Houston called Relevant Power Solutions. They're aligned with us. Exactly the same situation with Primoris on our GE 6Bs. On the S-class, you know, we just completed an RFP. We're not ready to announce who it is. Again, everyone in the industry, our strategic partners, are completely aligned with us, including Dashiell, our high voltage equipment partner. They're all aligned and ready to execute, you know, alongside us. The relationships are strong, and, you know, we're moving forward.

That's great. Thanks for the color.

Thank you. Your next question is coming from John Hodulik from UBS.

Great. Thanks guys, and good morning. Maybe 2 quick follow-ups. First, that might have just been answered. The scale of the tenant conversations or the potential contracts you guys are talking about, is that in this sort of gigawatt scale that we had been sort of originally talking about or are we thinking about signing contracts in sort of smaller chunks to begin with?

As a follow-up on the strategic partnerships, especially with the existing data center companies, are you guys envisioning a potential deal where you work with an established provider like a, you know, a DLR or one of the private guys to take down space on a wholesale basis or just work with them to approach tenants together? Anything that you could do to elaborate on a potential agreement of that sort would be great. Thanks.

We are looking at, again, multiple deal opportunities, and each one of those, you know, has a different structure in terms of the size. In some cases it's, you know, smaller chunks. In some cases it's a gig or higher. We're essentially in the position where we can kind of pick and choose, you know, how we can ensure that we can serve multiple partners over the long haul. I can't, of course, for confidentiality reasons, say the exact sizes.

What we do have at hand is, you know, again, in some cases it's a couple hundred megawatts, in some cases it's 1 gig or more, and we're going to ensure that we, you know, move forward with the best possible partner, with the timeline that meets that specific partner. On the kind of question around the partners, the way that we think of it is, again, how we can serve the customer on their timeline. As you're kind of negotiating these deals, of course, you're looking at the amount of capacity that they're looking for, but you're also looking at the timeline that they need. What we found is that, you know, different data center partners have different timelines available to meet the data center needs, the MEP needs.

We're in constant communication trying to align their capacity availability with the customer's timeline and the capacity that they're looking for. It's a bit of a dance, as you guys know, with these deals. What's nice, again, is that we've got multiple options on the table and have the ability to move forward with the best possible deal for us right now.

I would just add that on the data center partner side, they have significant demand that they have signed up for power. Their availability of power is obviously scarce, they're proactively coming to us with ideas as to how we can engage together to satisfy the demand that they've already signed up for. Not only does it bring a tremendous amount of expertise, wherewithal, financing commitments, but it also comes with tenants. That's why it's so interesting for us to engage in those conversations and strengthen our position holistically.

Great. Thanks, guys.

Thank you. Your next question's coming from Greg Rawlins from Reitway Capital. Your line is live.

Good morning. Thank you for taking my call. My first question is, could Mr. Nogoba, with his 40% shareholding, block a capital raise for whatever reason he may deem fit? The second is an observation. You've spent quite a bit of time and effort talking about the financing and the provision of power, but what about the financing and the building of the actual structures that are gonna house the data centers? Ancillary to that, I'd like to talk about two models. The Digital Realty provides the buildings and the associated infrastructure, that being the cooling systems, for example. Whereas Equinix also, in many cases, facilitates the financing of the tenants' own equipment, which gives them a strong strategic advantage. Which model would you be following? Finally, just an accounting matter.

You will be, unlike other data centers, you'll be providing the power which you would have to charge them. I would assume that this is not rental income. To that effect, you could be running into problems if your revenue for the power delivery exceeds more than 25% of your rental income. Have you thought about that? Thank you.

There's a couple questions in there. I'll take your question around kind of financing structures for these tenant deals at hand. As you know, the way that this works is, you are constantly talking to lenders about the deal structure to ensure that you have the financing available to complete the deal. We have really strong relationships with a number of project finance lenders in the space, and they are actively involved in conversations with us and on all of the different deals that we have at hand that we're currently negotiating. We feel really confident again, in being able to project finance those deals. Of course, we wouldn't pursue anything that we didn't feel had, you know, financiable back ability. So that's part of our filter, again, is ensuring we can finance those deal structures. I think you also had a question around, was it Toby's share, the 40%?

Yeah. I'll, Greg, yes, I'll address that. I'll address that really quickly. As of right now, there is no shareholder meeting set, just to be clear. There is none. Then secondly, you might have noticed last night we filed an 8-K where the board has made modifications to the company's bylaws. In those modifications that would say that any changes to the board composition will require a 70% vote of the shares outstanding.

You'd have to have a significant threshold here in order to make big modifications to the construct of the board, all with the intent of protecting our shareholders, all with the intent of driving consistency, and stabilization of the organization. We believe we're in a great position to take advantage of the demand that's out in the market for the assets and the services and the products we have. It's our job to now execute flawlessly for our shareholders to deliver on that opportunity.

I can talk about the revenue recognition and accounting policy. We do intend to elect REIT status, and we are structuring our revenue recognition and all accounting so that we do meet those. We do have that considered, and thank you for the question.

Thank you. That's all.

Thank you. Your next question's coming from Derrick Whitfield from Texas Capital. Your line is live.

Good morning, all. Thanks for your time. I have 2 questions. Perhaps starting with slide 9, could you offer color on the amount of aggregate power capacity you see in the market at year-end 2027 relative to the gross demand for data center power? The point being is if you compare your offering at year-end 2027, could you qualify how unique that capacity would be in the market versus what's being built?

Sure. I'll take up that about that. You know, what we've said before is we currently possess on our balance sheet control of 2.0 GW of gas generation equipment. What we're saying based on having a lease on the project finance, we are able to deliver 1.5 GW of installed power by the end of 2027 in simple cycle. That's the way you should read it.

Obviously, all driven by the timelines generated by our customer per tenant. That is the first domino that falls that then delivers the product, project financing, that then delivers the implementation of our turbines and so forth.

Great. Maybe perhaps shifting over to Anna, in your prepared remarks, you noted a more streamlined commercial interface for customers and partners who want to advance discussions. Maybe could you elaborate on how the interface has changed and the degree it may have been an impediment in past client discussions?

Absolutely. Again, I think one of the key things about the change that we made was recognizing that, at every point in a business' journey, you move from kind of the vision that's driving and building the momentum of the company towards a more, I would say, commercial-oriented structure to ensure that you can meet the opportunity from an economic standpoint. What we realized was that we were kind of at that inflection point. When you're dealing with large companies, there is kind of a way of working, we'll call it, that they're used to. We wanted to ensure that we were building the team, the structure, the process to be able to make it easier to work with us.

Part of that means, you know, being very clear on what our capacity and availability is, being really clear about how people can engage with us and speak with us, being really thoughtful about how we build relationships. As mentioned earlier, relationships is everything in this industry. The tech community is very small. It is, if you know, one person, they probably know somebody that knows you. We really just understood that what was most important for our process was to kind of professionalize and ensure that it was very clear how to engage with us, and that when you engaged with us, it was positive, and it was constructive, and it was geared towards a shared goal of trying to get a deal put together.

Great. That's helpful. Thanks for your time.

Yep.

Thank you. Your next question's coming from Paul Golding from Macquarie. Your line is live.

Thanks so much for taking my question. Just wanted to ask a quick one combining a couple of the prior questions around the potential size of an initial deal and the project financing discussions. Is the ongoing discussion with lenders informing at all or influencing at all how you're filtering or thinking about the size of the initial definitive lease across that landscape that you described as being smaller versus gigawatt scale? Does that influence your thought process around, you know, building the structures and being able to energize as you look at these potential counterparties and the conversations you're having with lenders? Thanks so much.

Yeah, absolutely. We're again in the fortunate position where we don't have to pick one structure over another. No matter the deal size of the kind of things we have on the table, we feel very confident that we can get the project financing for those. Again, we're actively involved with our lenders as part of those kind of conversations. If the deal is 1 gigawatt, you know, we feel like confident that we can get the project financing for it. If it's 200 gigawatts, we feel confident we can get the project financing for it. That also, of course, relates to who the off-taker is and their bankability. That is kind of our focus, again, is looking at all of our options on the table, but of course, all of those options we feel very confident are financeable.

Maybe just as a housekeeping question on the back of that, Anna, thanks so much for that color.

Yeah.

Wondering if the project financing landscape is generally amenable to the whole spectrum of counterparty creditworthiness that you're seeing in terms of your inbound interest, or if there is a skew towards, you know, high investment grade just in terms of where you are in your roadmap relative to the offtaker? Thanks so much.

Obviously, creditworthiness is the key, you know, item at hand when you're engaging on these deals. Again, if we have, you know, a scenario where there's a customer who maybe isn't as credit worthy, we have to, of course, find an additional partner who's willing to step in and support that customer to be able to get the financing done. There are multiple ways that, of course, we can do this. Again, as I've stated multiple times, we have, you know, several options, several structures on the table. The key thing to take away is that all of those structures we feel are financeable because of the way that we've laid out the opportunity.

Great. Thank you.

Yeah.

Thank you. That concludes our Q&A session. I'll now hand the conference back to Marius Haas for closing remarks. Please go ahead.

Thank you, operator. Thanks for participating in our call today. We know there's a lot of noise in the system, as you've heard this morning, our leadership team is 100% focused on executing on our plan to create long-term shareholder value. As indicated, I'll just repeat it 1 more time, over the next 90 days, you can expect us to deliver on these 5 key priorities: securing a binding tenant agreement, maintaining capital discipline to support liquidity, to hire our next CEO, to deliver power at our project site, and to explore strategic partnerships for accelerating data center and power deployment. We appreciate your interest and support as we work to build the power platform for the AI era. Thank you again for joining us this morning. Very much appreciate it.

Thank you. Everyone, this concludes today's event. You may disconnect at this time, and have a wonderful day. Thank you for your participation.

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 Acuna, Fermi America's Director of Investor Relations. Before I turn the call over to Mr. Acuna, 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. Acuna, the floor is yours.

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.

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 dollars-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 cu ft of gas pipeline in, 10 million gal 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 GW air permit. On Friday, we filed for an additional 5 GW, 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.

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 11 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 31st, 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 two 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 31st, 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.

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.

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 two 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.

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.

We kept them in a free trade zone in 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.

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.

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.

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 1 GW of power? Thanks.

We're at the same. We'll try to push for more, but we're definitely ready to say we're at the same.

Great. Thanks so much, and congrats again.

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

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?

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.

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.

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,

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-

Yeah, it's only a 200 MW tenant.

Yeah.

I don't want to demean it, but that should be cutting. That's not close to any-

Correct.

Any expectation. We'll leave it at this. Like, we don't have a tenant that wants 200 MW. That's not our problem.

They want more.

Yeah.

To be clear.

Yeah. If we had to have a call, if you only could have a 200 MW tenant, that would be a problem for us. The problem is they want, you know, gigawatts.

Got it. Thank you so much.

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

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.

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.

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.

Got it. Thanks, guys.

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

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?

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.

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?

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

Yes.

You were involved in that as.

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.

Got it. Thank you for the color.

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.

Thank you. That's good color. I appreciate it.

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

Hey, good morning, guys.

Morning.

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.

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?

No, I. That's how I would describe it as well. The chip makers are more

Engaged

... 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.

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.

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.

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.

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?

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.

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 1 + 1 on this sell down to equal 3 or 4. 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.

Great. I'll leave it there.

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

Hi. Coming back to the tenant questions. Clearly, a few months ago, we were talking about kind of one client taking the full 1 GW. It now seems like you're potentially balancing trying to keep multiple parties happy. Just wondering if that 1 GW 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.

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.

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 GW+ 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.

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.

Okay. Thanks, guys.

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

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?

I didn't hear the last part. I heard airport permit. That's my favorite word.

It's kind of an interesting role.

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

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 GB. We're at 6 GB. I think, as you all know, we filed for an additional 5 GB. 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.

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?

I went to the Schlumberger factory in Shreveport. Berenberg, six weeks doesn't sound like that long ago, but at Berenberg, six weeks is six 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.

Perfect.

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.

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

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.

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.

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.

Okay. Thank you.

Yep.

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

Thanks. Good morning, everyone. Miles, 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?

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-

It's warriors.

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.

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.

Yeah.

Hey, like I said, my boys will be auctioned off first, and then we'll look at the gensets.

Well, well, that's love. Okay.

Exactly. At least they know where they stand.

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?

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 MW deal because no one wants that little of power. To be clear, that's by [12:30 P.M.] on 26th. Yes.

Okay, great. That's all I got. Thank you.

Thanks. Thank you all.

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

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.

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 million-$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.

Okay. Thank you very much.

Thank you.

Thank you.

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.