FRMI

Good day, everyone, and welcome to Fermi America's second quarter 2026 earnings call. At this time, all participants are placed on a listen-only mode, and we will open the floor for your questions and comments after the presentation. It is now my pleasure to hand the floor over to your host, Barry Sievert. Sir, the floor is yours.

Good morning, and thank you for joining Fermi America's second quarter 2026 earnings conference call. With me today are our Chairman of the Board, Marius Haas; our Chief Commercial Officer, Anna Bofa; our Chief Operating Officer, Jacobo Ortiz; and our Chief Financial Officer, Rob Masson. Before we begin, I'd like to remind you that 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 we anticipate. For a discussion of these risks, please refer to our most recent annual report on Form 10-K and our subsequent reports on Form 10-Q. Any non-GAAP measures we reference today are intended to provide a supplemental perspective on the company's ongoing operations. With that, I'll turn the call over to Marius.

Thank you, Barry, and good morning, everyone. Thank you for joining us. One quarter ago, on our first quarter call, I did something a chairman doesn't always do. I gave you a list, a focused 90-day plan built around five specific commitments, and I asked you to hold us to it. I told you the new leadership team would execute and that you should measure us not on our words, but by what we deliver. Several of you questioned why I established self-imposed aggressive deadlines on the team at a time when there was external distractions and internal transitions. Yes, it was a risk, but I have a very strong philosophy that an exceptionally talented team with a clear mission, with clear priorities, and well-understood timelines can achieve extraordinary things. With clarity comes alignment, passion, and focus. The focus eliminates the irrelevant noise.

The passion was always about doing what is right for our shareholders. Today, roughly 90 days later, I'm here to report to you on our progress, and I'll say it plainly: Fermi is in a much stronger place now than it was then. To date, we've delivered on all five commitments, including the one that matters most. Let me take you through our results. First, a quick reconnect to the macro backdrop because it frames the problem Fermi is working to solve. Power is the binding constraint on AI compute, not capital, not demand. Across hyperscalers, neocloud providers, and frontier model developers, the same bottleneck keeps surfacing: access to large-scale, reliable electricity on a timeline that matches the pace of AI and data center development. Delays are being reported across announced projects worldwide, driven by grid interconnection queues and equipment availability.

Fermi was created to relieve that constraint, and this past quarter shows you how we are doing it. Objective number one of our 90-day plan was to secure a binding customer agreement. I will say this was by far the most important objective, and the team delivered. We signed a binding agreement representing up to 650 MW of power. We are now in the process of finalizing the backstop agreement that sits behind it. Anna will walk you through the details in a moment. I will simply say this: The caliber of the counterparties now standing behind our advanced energy and AI ecosystem speaks directly to the value we have discussed with you since our IPO. Objective number two was to select the right CEO for the next stage of Fermi's growth. With this in mind, we have appointed Lee McIntire effective this Tuesday.

Lee has served on our board since September of 2025 and already has a detailed working knowledge of the company and the project. More than that, he has built his entire career delivering large-scale projects, and that is the most important task in front of us right now, getting power to the site. Lee has led some of the most demanding engineering and construction organizations in the world, including Bechtel, McDermott, and TerraPower, and he ran large-scale project delivery inside all of them. So when it comes to getting first power to the site in 2027, I cannot think of anyone more equipped than Lee. He will work alongside Anna, Jacobo, Rob, and me. We will keep running the business exactly as we ran it this quarter. Our strategy has not changed, and the pace will only accelerate. The third objective was to advance strategic partnerships. Again, we delivered.

During the quarter, we announced EPC partnerships with Primoris for balance of plant on phase one and TSK for early works engineering on phase two. These are two of the most capable and highly respected contractors in the industry. More recently, we also entered into a strategic alliance with Hillcore, a premier and highly experienced infrastructure and power provider around the globe, which will accelerate our ability to deliver power at speed for large-scale customers. The alliance will bring an incremental 2.6 GW to the Project Matador campus within the next three years. There is no site we know of that has equipment and the ability to deliver 4.8 GW during this time period. The demand for the power delivery is already here, and we have the team and the equipment to deliver. Fourth, we have told you we would enhance our liquidity.

In July, we delivered an upsized $431 million convertible notes offering, which significantly strengthened our balance sheet. Importantly, we did it at a low coupon and with a capped call structure built to protect our shareholders from dilution. Rob will take you through it. The fifth and final objective in our 90-day plan was to move the site closer to power. On this front, we have made substantial progress and we are still gaining momentum. Three Siemens Energy F-class turbines arrived at the Port of Houston in July and have cleared customs. We have also progressed site development. Jacobo will give you full operational picture shortly. Now, let me put these five milestones into context. Any one of them, a binding customer agreement, a CEO, significant partnerships, a strengthened balance sheet, turbines on the ground, would have made for a notable quarter on their own.

We challenged the team to stretch, and they delivered, all of them in a single quarter. That is the story for this quarter. Our leadership team kept its focus on the plan and executed it with excellence. That was the institutional discipline Fermi 2.0 was built to deliver. The board and I are extremely proud of how the team came together and without doubt delivered an excellent quarter. With the site advancing and the commercial picture coming into focus, let me hand it to Anna.

Thanks, Marius, and good morning, everyone. I will start with the most important thing I can tell you about this quarter. The market did not just validate our project and concept, it signed up for it. This is only the beginning. Customers need large-scale, reliable power on accelerated timelines, and that is exactly what Fermi is built to deliver. Over recent months, we have been actively engaged with roughly a dozen prospective customers and strategic partners. These discussions have been specific and substantive around capacity planning, delivery sequencing, and the commercial frameworks required to move from interest to signature. Within that broader process, TensorWave stood out as a particularly strategic first customer for Fermi. For us, this was an ecosystem entry strategy. First, speed matters. TensorWave is a highly entrepreneurial organization operating in one of the fastest-growing parts of the AI infrastructure market. They have the ability to make decisions quickly and critically.

Their demand curve aligns with our power delivery curve. Second, we believe TensorWave gives Fermi a unique position inside the broader AI ecosystem. A direct relationship with a hyperscaler is incredibly valuable, and we are nurturing those, too. But it is fundamentally a relationship with one customer. TensorWave sits between the semiconductor ecosystem and the ultimate users of that compute, giving Fermi exposure across multiple layers of the market. Compute is the foundation of the AI stack, and TensorWave's proximity to that layer gives us earlier visibility into where demand is forming, what infrastructure those workloads require, and which customers are likely to need capacity next. Through one anchor relationship, we gain connectivity not only to TensorWave, but also to the chip ecosystem and to multiple hyperscalers, enterprises, and AI companies that may ultimately consume that capacity. For us, that is strategically important.

We want Fermi to become a place where the broader AI infrastructure ecosystem comes together, not simply a campus serving a single customer. Third, the multi-phase nature of the relationship reinforces that opportunity. The deal has the potential to bring multiple workloads and end users onto the campus over time, giving more customers and partners direct exposure to Fermi's capabilities. The phased approach also matters from an execution standpoint. By phasing the development, we can match capital deployment more closely with delivery timelines while reducing complexity and preserving our ability to move quickly towards first revenue. By pairing TensorWave with a highly capable data center partner, we gain direct visibility into who can design and construct these facilities quickly and efficiently, capabilities that can be reused across future Fermi customers. Fourth, this transaction validates the unique nature of what we are building.

Fermi combines large blocks of power, secured infrastructure, accelerated delivery, and permitted land. TensorWave gave us the opportunity to establish commercial terms that we believe solidly reflect the value of that offering while remaining competitive for the customer. Our decision to partner with TensorWave was deliberate. We were looking for an anchor customer that could move at our speed, consume power on our delivery timeline, support economics that appropriately reflect the value of this differentiated asset, and importantly, expand Fermi's connectivity across the broader AI ecosystem. Let me turn to the agreement itself. We have signed a binding agreement with TensorWave, representing up to 650 MW of capacity if all expansion options are exercised. The agreement is structured into three phases.

The initial phase is a 15-year commitment for 222 MW of gross power through a turnkey data center solution, and represents approximately $6.5 billion of revenue to Fermi over the initial term. We are finalizing the backstop agreement supporting certain obligations under the lease. We will identify the counterparty once the agreement is complete, which we anticipate in the coming days. A commitment of this scale follows extensive diligence across our power strategy, permitting, secured equipment, land control, construction plan, delivery schedule, and execution capabilities. When we talk about validation, we mean something very specific. A sophisticated customer and their partners have evaluated what we are building, agreed to commercial terms we believe are competitive and reflect the value of our offering, and made a long-term commitment to the campus.

Importantly, we believe this first commitment strengthens the ecosystem around Fermi and creates a stronger foundation from which to scale as we continue discussions with multiple other customers. With that, I'll turn it over to Jacobo to walk through what this looks like on the ground.

Thank you, Ana, and good morning. My focus this morning is simple: Everything Marius and Anna just described is backed by real steel in the ground and by an experienced team that is ready to execute. Over the last 12 weeks, we have refined our execution plan and strengthened our EPC relationships with world-class contractors, and our team is ready to start construction as soon as project finance is in place. We remain committed to speed to power as customers sign leases while maintaining the capital discipline that matches major expenditures to commercial progress. Our execution team has been working with TensorWave to deliver its turnkey project on time. To minimize execution risk, Fermi is partnering with a well-known data center contractor with access to critical components and deep multi-project experience executing these kind of projects reliably. We will announce this partnership shortly.

First, let me take you through power delivery and then our strategic alliance with Hillcore. Fermi plans to deliver 640 MW of nameplate capacity by the fourth quarter of 2027, with the first 210 MW available July 1st, 2027. Additionally, phase one includes six Siemens SGT-800 turbines led by Primoris, plus three GE 6B units and seven TM2500s led by Relevant Power Solutions, all in simple cycle, along with 200 MW of utility power from Xcel. We continue to make progress on our 2028, 2029 power delivery objectives. Three Siemens F-class units rated up to 728 MW in simple cycle mode, each more than 242 MW, arrived at the Port of Houston a few weeks ago. TSK, Spain's largest power-focused EPC firm, is delivering the fast start engineering for those turbines. The F-class units are among the most widely used heavy-duty turbines in the market.

They ramp up to 40 MW/minute, reach full speed in about five minutes, and carry a global fleet reliability nearly 99%. That combination of high output, fast start, and reliability is exactly what AI and advanced computing require. Our project has them, and we are ready to execute. Now switching gears. Because speed to power is central to our strategy, I am excited to walk you through our strategic alliance with Hillcore Energy Partners in more detail. Hillcore and its affiliates, including JV Driver, bring more than 35 years of heavy industrial and power generation experience, spanning natural gas, steam, biomass, and power boiler facilities from project development and construction through commissioning and operations. The alliance between our two companies brings approximately 2.6 GW of additional power to the site under a build, own, operate, transfer structure, doubling Project Matador's total power output to 4.8 GW.

Think of Hillcore as a tenant that pays rent and delivers incremental power to the Fermi private grid. This accelerates and grows our revenue stream by expanding our total power supply to meet customers' growing demand faster than a self-build strategy only. Fermi keeps 100% of the income it generates from base rent. Under the agreement, Hillcore finances, builds, owns, and operates their facility. So Fermi adds dedicated behind-the-meter power with no upfront capital outlay. Fermi will be the anchor off-taker, but we only commit as tenant leases are signed, and each block of power is triggered by contracted demand from a tenant. Each power purchase agreement is matched to the term of the lease that triggers it, and fuel costs are passed through to the tenant as well. That matching takes stranded capacity risk off the table, and construction, operating, and performance risk sits with Hillcore.

Importantly, we hold an option to acquire the facility at fair market value after year 10. First power is targeted within 24 months of the notice to proceed, and the Hillcore build-out importantly runs in parallel with our own, doubling our capacity to 4.8 GW of total power available. We have an amazing site, a 6 GW Air Permit, power equipment, an experienced construction team, and trusted strategic partners ready to deliver Project Matador's mission. Power is the gating asset for AI, and Fermi is ready to deliver what our customer needs: more power now. Fermi is where AI gets power. With that, Rob will take you through our strengthened financial position. Thank you.

Thank you, Jacobo. The headline for me since our last earnings call is a significantly stronger balance sheet, and it centers on the convertible notes we issued last month. We closed an upsized offering of more than $430 million of a 5% convertible senior notes due 2031. That figure includes the full exercise of the initial purchaser's option for an additional $56 million, a clear signal of the demand for this paper. Net proceeds after the cap call were approximately $382 million. I will walk you through the rationale in four parts. First, timing. We are focused on our operations and not on timing the market. We raised capital with prudence in mind to provide the operational flexibility and financial runway to focus on strategic objectives. Second, negotiating position. A stronger balance sheet lets us advance customer and partnership discussions from a position of strength, not under financing pressure. Third, structure.

We deliberately designed the structure with our shareholders in mind. We believe the convertible note paired with a cap call protects our current shareholders from dilution ahead of catalysts until the stock price more than doubles. Fourth, cost of capital. A 5% coupon over a five-year term is an attractive rate and a timeline that fits our development and power delivery plan. Tied back to the 90-day plan, this checks the liquidity objective, and it is one source among several. As we move into the next phase, our message on funding the project and capital is consistent. Thoughtful sourcing, disciplined deployment, matched to commercial progress. With that, I will turn it back to Marius for closing remarks.

Thank you, Rob. Fermi 2.0 has always been about the convergence of two things: a tangible asset base of over $1.5 billion that we have already built into the ground, and the institutional capability now deployed to realize its full value. This quarter, you watched those two things come together. In a single quarter, we delivered a binding customer agreement with one of the leading names in AI compute, a new strategic alliance and premier contractors, enhanced liquidity on shareholder-friendly terms, hired the right CEO to lead the next stage of Fermi's growth, and delivered major on-the-ground project milestones that protect our speed to power advantage. I want to end where I began: with the team. Because the most important thing about this quarter is not a single milestone. It is that we set ambitious goals and made tremendous progress. That is the entire point of Fermi 2.0.

This is a business that does not wobble when the headlines do. The engineers pouring the foundations, the teams managing our supply chain and permitting, the commercial teams signing agreements, they showed you this quarter what institutional discipline and excellent execution looks like. We believe we have the single most valuable power and compute site in the market. As a team, we are aligned around one overarching objective: maximizing long-term value for our shareholders. The road ahead is demanding. We have to scale this amazing business, complete the current customer agreement, add new ones that are already far along in the process, and focus on flawless power delivery to the site. We begin the second half of this year with a signed anchor customer, a further strengthened leadership team that has proven it can execute

Better liquidity, power moving toward the site, and we begin with momentum. We are pleased with where we are, but never fully satisfied. We can always do better, and we will. We look forward to updating you on our continued progress as we execute the Fermi 2.0 vision. Operator, we are 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 are 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 is coming from Paul Golding from Macquarie. Your line is live.

Thanks so much for taking the question, and congrats on all the progress. I wanted to ask initially just on TensorWave and the lease agreement there, how should we think about the power pass-through component of that? What is the $6.5 billion comprised of, and maybe how you are thinking of hedging power that you would be delivering directly from your private grid perspective, given that that is a unique aspect of your project. Thank you so much.

All lines are still connected. Your speaker lines are still connected.

Operator, we can hear you. Operator, are you there?

Yes, your line is live.

I think we are ready for the next question.

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

Hey, good morning, everyone. Just wanted to kind of drill in on, as you guys had outlined with the announcement of the TensorWave deal, $1.5 billion already spent. As we think about the spending ramp towards the initial 222 MW, as well as the incremental, like the 640 MW. If we could just kind of frame how much spend is left to occur.

Yeah, I'd be happy to take that. If we think about cash for the quarter, we decreased by about 50%, just in line with what we talked about on the general preparation. When we think about the deal we just signed, there's specific cash flows that'll be associated with that, and we talked before about disciplined capital deployment. We're going to match our outflows to real signed deals and inflows. You heard Jacobo talk about the same thing. We have the site, as we talked about, through phase zero complete into phase one, and that'll match up well with the new TensorWave deal.

Great.

Does that answer your question, or do you have a follow-up on that? Want to make sure I hit it all.

No, that's fair enough. I think that covers it. Thanks, Rob. Great. As we think about too, I guess just obviously now the full management team's seemingly in place. As we think about kind of this somewhat of a shift towards a turnkey solution on the data center side, as opposed to kind of just renting access to the power. As we kind of think about that, I guess, what gives you guys confidence in the ability to kind of execute on that further, more all-embracing kind of build-out, if you would?

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

Great. Thank you.

Our plan is to work with a world-class data center partner to deliver that aspect of the commitment. We have already been in talks to contract that opportunity. We feel fully confident that we are working with the right partner to deliver that data center.

Nick, this is Marius. I will add a little bit more to it from a context perspective, as you had mentioned about the team. There is no doubt that what we are going to continue to do is add and scale the critical key components of the organization to ensure the flawless delivery of what we have committed to our tenants and our customers. We have deployed our executive compensation for officers, as you saw. We have deployed our long-term incentive program for our employees, as well as our short-term incentive program. We have everything in place in order to be able to scale this organization and clearly understand that we will need to scale functions in order to deliver the full scope of what we are talking about.

Having doing a turnkey solution as our first offering clearly puts us in a position of putting our arms around what a total offering could look like, and will give us the experience, and will give us the opportunity to be able to do this on an ongoing basis. Although, as Anna indicated, that's not going to be the pervasive model going forward. Does that make sense?

Perfect. That's very clear. Thanks, Marius.

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

Great. Thanks. Good morning everyone, and congrats on all the milestones. First, a couple follow-ups on the TensorWave deal. Can you guys give us a total CapEx number you think required to fulfill the first phase of that contract, and maybe if there's been any spending already to fulfill that deal? Also, is there a way that you guys could give us a sense for what the margins are expected on the $6.5 billion? Then lastly, just when do you expect sort of full commencement of the first sort of 200 MW? Then, if I could follow up, maybe a question for Anna. You talked about some discussions with other tenants. Any other color you can provide in terms of how far along you might be with a second tenant?

I guess following up on that last question, is neoclouds the category that we could expect going forward, potential tenants? Or just any other color on what we could expect down the road or timing or quality of potential tenants you may be talking to. Thanks.

Yeah, I would be happy to start. We will talk overall about the market. Generally, if you think about it in two phases, a typical battery CapEx project runs in the range, or the power side, runs in the range of $3 million/MW-$4 million/MW of gross power capacity. And you can think about this one in that range. And the data center itself, typical CapEx, when you are talking about a turnkey solution, you will find in the market is about $10 million/MW-$12 million/MW. And again, this project is going to be in that range. We are not disclosing overall total cost figure for the project. And we are sharing precise number now, not to set expectations, but I think if you think of those market comps, that is what we are looking at in this project. So kind of right in the middle of what you would expect.

Yeah, and I can take the second part of your question. In terms of the commencement, we anticipate the builds and the revenue commencement to start in phases. We anticipate that somewhere to be around the end of Q3, early Q4 of 2027. And again, it is a phased delivery, so once the first part of the build is ready, the customer will then start paying rent all the way up until the full 220-megawatt build is complete. In terms of your other question around just color on other customers, we are absolutely engaged with additional customers and have conversations that are very far along. In terms of neocloud, we are absolutely focused on working with customers that are ready and available to take the capacity that we have, but we are absolutely also speaking with hyperscalers.

One of the things that was interesting about this deal for us is, as we have been discussing opportunities with the hyperscalers, there is an interesting path on this deal where they could potentially get capacity sooner by partnering with TensorWave, and the fact that they have these three potential buildings. We are both having conversations where hyperscalers could work directly with us, to come to the site, and they are very interested in that. And potentially take the opportunity with the multi buildings that TensorWave now has available to them, that could potentially move them to site a little bit faster. But again, one of the things that is really clear is that there is tremendous demand. There are very few opportunities like Fermi. There are very few sites that have no permitting issues that do have capacity.

That has really attracted all of the hyperscalers to engage with us, and we are very pleased with how those conversations are moving forward.

Great. Thank you.

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

Thank you, and good morning, everybody, and congrats on a busy 90 days. I think two for me, and maybe a follow-up on the prior question. The expectations, I think, that we had a while back were that you do kind of $700 million/GW-$900 millio/GW of EBITDA deployed on an annual basis. I am just curious if that is still kind of a reasonable expectation going forward. The other question I had was, when you think about the TensorWave contract and others, can you talk about sort of the risk parameters around it and sort of the key hurdles we should be watching as far as time to power and what you could be liable for based on timing?

I can start with the risk and then sort of discuss the first part of the question. In terms of the risk parameters, one of the things that you do when you are engaged in the process of driving towards an agreement, is you look and see how do you reduce your risks. Part of our ability to bring in a data center partner is absolutely a reduction in risk on the deal construct. That's why we did the diligence to identify who we thought was the best potential partner. Most crucially, we identified the partner who could meet the timeline. What you do is you ensure that you line up the delivery of the power, the delivery of the data center, and ultimately where you land in terms of the agreement of when those two pieces come together to reduce that risk.

That's the approach that we took on the TensorWave deal to ensure that we had the ability to have line of sight into making sure that what we signed up for, that we could deliver. We're absolutely confident in our ability to do that alongside the data center partner.

I can just talk about the EBITDA side. While we're not really in a position or going to talk about that specifically, I think you'll see from the overall contract value and the type of contract this is. It's very similar to other market deals that have been announced out there, and the expectations on the profit side are the same. We have a modified net structure here. It's a very good structure, and we're pleased with this as our first contract out of the gate.

Thank you.

It's Marius. Just to add to it, just a couple of things that you should be looking forward to, and this is around the corner here, is obviously the announcement of the backstop with a leading IT infrastructure provider. Obviously, project financing would be step number two. That then triggers our ability to go move everything to the site and get ready to deliver on the power. A number of those key deliverables are clearly what the team will be focused on, but those are all well in motion and around the corner.

Yeah, we'll add to that further. Again, we just want to be really clear of how we've reduced the risk. Of course, on a deal like this, having an investment-grade backstop is a key part of that, particularly as you go into project finance. We have done a lot of work to ensure that that is lined up and ready to go. As mentioned earlier, we hope to be able to announce that partner here in the coming days.

Thanks. If I could just add one quick one. You implied earlier, I thought, as far as the CapEx, that you were going to match outflows and inflows. Does that mean there's not a lot of Fermi cash needed to build this out? That the customer's going to be providing some of the working capital? How do we think about that?

Yeah, I think what we meant by that is, we've been staging, and we talked about waiting to do the next phase of development until we had a contract and we were going to execute. Fermi marched ahead early on. We secured assets, which has given us the competitive advantage for speed to power. We developed the site in such a way that our timelines could match up well, meaning power would no longer be the timing factor in being able to stand up and deliver to the customers. That's what we're talking about. I think each project itself then has capital deployment required with it. We'll look at various funding sources to do that, the normal ones. We're just talking about as we commence projects, we will then put all the capital behind to build out that specific project and keep Project Matador on track.

Great. Thank you for all the details.

You're welcome.

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

Thanks. Just wanted to provide another opportunity to pose that question again on power pass-through from the top of the queue, how that's being treated in the TensorWave arrangement, and how you're hedging fuel given the private grid component of the site. Thanks so much.

Yes, and sorry for the technical difficulty earlier. To be clear, the way that the kind of deal is structured is that we take a base rent, we take a fixed power charge, and then that variable energy charge that does carry risk because it can go up, is a full pass-through onto the customer. That is something that we plan to carry forward throughout all of our deals. We will always take that variable energy charge and have it be a full pass-through onto the customer to reduce that risk.

Yeah. There's no reason to hedge. We're not in that business, and as we said, no commodity risk for us on that piece.

Great. Maybe if I could just add a follow-up while I have you. Just thinking about other components of the project, like cooling infrastructure, anything relating to more developed tier three infrastructure for the site itself. I think initially the project concept for some of these shells was to sort of be more of a basic shell. This is obviously a turnkey project. Do you see opportunity or demand in the marketplace for some of those more basic shells, or is the demand really leaning towards the turnkey solution heavily? Thanks.

We talked last time about the different models, and that in Fermi 2.0, we're changing our approach. We talked before about the different options. You have powered land, and we see some demand for that. You've got the powered shell, which is sort of in the middle, and then you have this turnkey solution. Our real perspective is that each customer has their own desires. These are large customers, and we're there, Fermi, to meet them as a good partner and deliver on that. So you'll expect us to be available across the spectrum of these things, and just happens the first deal is the full turnkey. If you think about it, in this case, we're going to build all the way up to the chips. So electrical, mechanical infrastructure, including the switch gear, battery, energy storage, and chilled water and liquid cooling systems, all on this.

But that's that one spectrum. Again, we have the other two options as well, if you think about the buckets.

Yeah. Just to add to that a little bit. To be clear, we are engaging and working with a leading data center partner on this piece. So we, as Fermi, will of course partner to deliver this. The other thing to give you a little bit more color is, as Rob said, we are just matching the customer need and the customer demand. As you look out in the market, what's been interesting is, of course, you have hyperscalers who often can do the powered shell and do it themselves. But what you're seeing is there are data center partners that are just able to deliver things more quickly, or they just have those long lead items that are required already lined up. So it's been interesting to just see where things are landing where hyperscalers are more open to a turnkey option.

But in some cases, they, again, can do it themselves, and we fully plan to be able to do both of those. We're just, again, trying to meet the customer where they're at and see what they need and deliver on that.

Hi. Jacobo here. I want to add something. With our Hillcore alliance, we're doubling the amount of power that is available for us to lease to our tenants. We can't stress how transformational that is for the industry and for our project. Again, we're going from 2.2 GW to 4.8 GW available faster than we could self-perform it. That is transformational.

Great. Thanks all.

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

Hi. Thank you, guys. Hi, Jacobo, question for you. Really just to come back to that point on the uniqueness of the Hillcore structure. Can you get us an idea of just how unusual that BOOT structure is and also its repeatability as well, going forward for Fermi?

Thank you, Nick. We are very excited. This is truly a one-of-a-kind transaction. As we were thinking, how can we accelerate our development of total power at the site so that we could serve our customers faster, it became evident that partnering with a power developer on-site, leveraging the land, the gas, the permit, so that they could stand up power concurrently with our own program on-site, was just a very efficient way of having more power online to meet the demand that is out there, which is phenomenal. So we like it. We are moving in that direction. With 17 GW of runway, we are going to keep exploring it. Again, think about the fact that they are bringing their turbines, their capital, and their people. We are doing the same thing. So again, being able to bring all that power online faster accelerates our speed to power.

It also accelerates and grows our revenue faster. Think about the net present value of bringing that online. It is phenomenal.

Okay. Thank you. Just one last question. There is a great comment from Marius about not wobbling when the headlines do. This has been an extraordinary week for Fermi. How should we now think about sequencing? Was this always the plan, or did everything come together a lot faster than had been expected?

Marius, you were in the middle of answering.

Yes, Nick. No, thank you. The only thing I was going to add to Jacobo's piece, which is critically important on the Hillcore component, is yes, we are doubling our power capacity in the near term, which is by far what almost every tenant and potential tenant is asking for. The core question now is how fast can you deliver power in 2027? That is literally the question we are getting from virtually every tenant right now, especially with projects around the globe, as we indicated, not going forward at the pace that was expected or not getting the regulatory approvals as was expected or could not get equipment as expected. So they are now all knocking on the door, coming and having the conversations with the team. Look, Nick, as you know, this was a Herculean task by the organization to go get all these done.

But we were very convinced that these were the levers that would drive the maximum shareholder value for our shareholders. Hence, we knew we needed to do this, and we needed to do it quick. Again, I am proud as can be as to how the team has come together and executed on these. I do not think I am going to put out another list of 90-day priorities, just because we do need a little bit of a breather. But the clear focus right now is how do we deliver power, and how do we ensure that every commitment we are making to TensorWave, but also the tenants that literally are around the corner, that we will deliver flawlessly, the power that they need.

Brilliant. Thank you.

Thank you. Your next question is coming from Jyoti Yadav from Mizuho. Your line is live.

Hi, this is Jyoti on for Vikram. Congratulations on the quarter here. Just on the TensorWave IG backstop that you talked about, will it be for the full 15 years? Also on the same lease, the optionality for 650 MW, when does it expire?

Yes. So that backstop will be for the full 15 years. What was the second part of the question?

Does it expire?

Does it expire? No, it does not expire. Part of the negotiation is that backstop fully guarantees that full 15 years, and that ensures that, again, we reduce any sort of risk, and it is exactly what we need to take to the next part of the process, which is the project finance piece, so that we can start executing on the project.

Yes. As you recall.

And.

As you recall, it is a 330-acre campus that TensorWave is signed up for. It will be three phases. Obviously, we are talking about the first phase, but I know that Anna is already accelerating the conversations on phase two and three. It will truly be driven by our ability to deliver power. It is really the power schedule delivery that will dictate when two and three come up in production.

Yeah, that is exactly right. To be clear, there is demand already for that kind of phase two and phase three. We are actually actively collaborating with both the backstop provider, TensorWave, and potential hyperscalers to see how we can move that along very quickly.

Understood. Thank you. On the Hillcore deal that you released recently, could you give us details on the equipment contracts they have? What do they own in terms of turbines, ancillary equipment to get to that 2.6 GW incremental by 2028? Also on the same point, whatever the land fees dollar per square foot that you guys will be getting from them, when does that start?

Yes. Good morning. Thank you for the question. They have a GE set of power equipment. They are going to be bringing online in different phases. Phase one could be between 360 MW and 720 MW within that 24-month window. We are being conservative. From that perspective, they have the equipment, the capital, the experience, and the manpower to stand up that equipment at the same time that we are standing up ours. I wanted to also add, something that Nick asked, which is important as for our strategy. Our strategy will continue to be that Fermi will continue buying equipment, standing it up to meet customers' demand. If there is a way to accelerate that like we are, it is revenue, as well, faster that we are getting. We are going to do that as well.

Understood. If I could just throw in a last one here. In considering the CEO, could you talk about the external interest that is involved? I believe Lee has been on the board since 2025 here.

Yes. No, happy to. Yes, obviously Lee has a phenomenal background, perfect experience for what this next phase of Fermi 2.0 needs. We have had good response from the external search. We just think that this is such an important part of our future that we are not going to race to announce a long-term CEO, if it is not the perfect candidate. Then again, when we looked at what do we need to do right now, there was no better person than Lee than to drive that agenda for Fermi. So our search with Heidrick will continue. We expect that now it is clear. We have clear demand. We have tenants. The stabilization of the organization is clear. That we will actually have a broader pool of candidates that will be interested in helping us and joining us in this journey. But we are not going to put a timeline on it.

We think Lee is going to be a great and phenomenal leader. When we find the right person long-term, we will make that announcement.

Understood. Thank you for taking the questions.

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

Good morning, and congrats on meeting your 90-day initiatives. I wanted to start with the customer mix. With respect to the prospective tenant backlog, Anna, could you speak to or characterize how that list has changed over the last 90 days?

Yeah, I would say that we've been in a fortunate position where there is, again, so much demand across the market that we've had to prioritize who we want to focus on. We are absolutely still engaged with the top hyperscalers. TensorWave, as I outlined earlier, really stood out to us because we believe it gives us access to the full ecosystem. Because of the structure of the deal, it gives us the ability to point one of these hyperscalers to that first phase, second phase, third phase, that potentially could get them capacity sooner.

In terms of kind of line of sight and what you can expect, we do anticipate to have other deals that we'll be able to announce in the coming months, just given the kind of stage of those conversations, the need for capacity and the limited options that those partners have. We're really excited about the progress. Again, we've been able to really prioritize the partners that we think are a great fit for us, and hope to be able to bring more information as those deals move forward.

Terrific. As my follow-up, I wanted to just focus on the regulatory environment. While you guys are directionally the model citizen under the bring your own generation mantra, do you expect any regulatory hurdles associated with the initial slug of grid power based on Governor Abbott's data center audit?

What we've been seeing in the last couple of weeks, and particularly since that announcement, is just a validation of Fermi's initial thesis and hypothesis. From the customer perspective, they recognize that too. We had tremendous outreach when that announcement came up, with people asking if they could speed things up, because folks have realized that Fermi's behind the meter solution is the future. We are very fortunate to have that behind the meter solution, and we're very fortunate to also have a partnership with Xcel, with our grid connection that is not impacted by that announcement. We are sitting in a really unique position to be one of the few players in the United States that has the ability to continue to move projects forward in a timely fashion and deliver the capacity that we have.

Yep. If I could add to that, Anna. Fermi's grid connection is through Xcel because we sit on SPS. We're not in ERCOT. The governor's directive is squarely aimed at protecting Texas ratepayers from the cost of new grid-dependent demand. Fermi does not create and is not dependent on the grid. We're actually, as you stated in your question, we're islanded off the grid from that perspective. We sold power without putting any of it on the public grid or the average Texan's bill. We believe that our offer, and what's happening in the environment only strengthens our thesis on our business case, and it makes our site even more attractive. It's another reason to come to our site. Thank you.

Understood. Thank you.

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

Thank you all for your questions, and thank you again for joining us. Before we close, I want to say one more thing about our people. Everything you heard this morning, the binding agreement, the alliance, the turbines on the ground, was delivered by the Fermi employees and the contracting teams. We are grateful for their dedication and focus. I am looking forward to working with Lee as he steps in as CEO. This will include setting a date for our annual shareholder meeting later this year. Finally, we will keep you updated as we continue to advance toward a first power and finalize additional customer agreements. Thank you, and have a great day.

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

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.