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Fermi (FRMI) Q4 FY25 earnings call: guidance and Q&A

Earnings call· Dec 2025 (Q4 FY25)· Real Estate· Mar 30, 2026

Source: earnings call transcript

Executive summary

Fermi Inc. Q4 FY25 — Project Matador Progress and Tenant Negotiations

Fermi Inc. substantially completed the initial phase of Project Matador, deploying significant capital into physical infrastructure and securing a massive air permit, positioning itself as a key player in AI power generation. Despite being pre-revenue with a GAAP net loss, the company demonstrated capital discipline and secured substantial equipment financing. The next phase of development hinges on securing definitive tenant agreements and project-level financing, with management actively negotiating with multiple investment-grade counterparties while navigating the bottleneck of tenant MEP readiness.

Highlights

5
  • Substantial completion of initial phase of Project Matador, with $570 million deployed into physical infrastructure.

  • Secured a 6-gigawatt air permit, with an additional 5-gigawatt permit filed, positioning the company for large-scale power generation.

  • Demonstrated capital discipline with cash used for G&A at approximately $45 million and operating cash use at $34 million for the full year.

  • Secured $785 million in new equipment financing facilities post-year-end, including a $500 million MUFG turbine warehouse and a $165 million Yellowstone facility.

  • Active negotiations with multiple investment-grade counterparties for initial power, with potential tenants reportedly competing for capacity.

Concerns

5
  • Pre-revenue status with a GAAP net loss of $486 million for the full year 2025, though largely non-cash.

  • Next phase of capital deployment is gated by definitive tenant agreements and project financing, which are not certain to occur.

  • Potential for delays, amending purchase commitments, or surrendering collateral if capital is not available on needed terms.

  • MEP (mechanical, electrical, and plumbing) readiness of potential tenants identified as a significant bottleneck, potentially impacting power deployment timelines.

  • REIT 550 rules require an orderly sell-down of management's significant ownership stake (38% owned by CEO's family).

Guidance & targets

CategoryTargetConfidence
Tenant revenue commencement
2027
high materiality
Medium
REIT election
Beginning with short taxable year ended December 31, 2025
medium materiality
High
Dividend payment
No dividends until taxable income requires it
medium materiality
High
Texas Tech tenant agreement
200-megawatt tenant by end of 2026
medium materiality
High
Project Matador capital deployment trigger
Timed to definitive tenant agreement and project financing
high materiality
High
Project Matador total capital deployment
Exceed $3 billion
high materiality
High

Orderbook & backlog

Texas Tech tenant agreement 200 megawatts End of 2026

Fulfills ground lease requirement; expected to commence by end of 2026

Deals & partnerships

MUFG Nonrecourse turbine warehouse facility to support Siemens F-Class procurement. $500 million

Executed subsequent to year-end, also fully refinanced a Macquarie term loan.

Keystone National Group Facility for high-voltage equipment, including transformers and switchgear. $120 million

Executed subsequent to year-end, expandable to $220 million.

Yellowstone Facility to finance additional Siemens SGT-800s. $165 million

Executed subsequent to year-end.

Texas Tech Agreement for a tenant. 200 megawatts By end of 2026

This agreement fulfills a requirement for the ground lease.

Capital programs

Project Matador (Initial Phase) substantially completed
Period spend: $570 million
Spent to date: $570 million
Funding: investor capital
Start: January 10, 2025

Benefit:physical infrastructure (450M cubic feet gas pipeline, 10M gallons water pipeline, 60-70% of 800MW substation, 6GW air permit)

Moved from formation to IPO and substantially completed the initial phase of Project Matador, deploying investor capital into physical infrastructure.

Project Matador (Phase 0 and Phase 1) planned Exceed $3 billion
Funding: project level debt and strategic equity
Start: Future

Benefit:full build-out and operation at scale

The next phase of capital deployment at Project Matador will be timed to definitive tenant agreements and project financing, with total aggregate capital deployment expected to exceed $3 billion.

Risks & headwinds

Reliance on tenant agreements and project financing for next phase of capital deployment Ongoing

Next phase of capital deployment for Project Matador will be timed to definitive tenant agreement and closing of project financing.

Mitigation:Actively advancing both tenant negotiations and technical diligence for project financing in parallel.

Capital availability risk Ongoing

If capital is not available in the amounts, timing, or terms needed, could be forced to delay investments, amend purchase commitments, or surrender collateral to preserve liquidity.

Mitigation:Management states this is a reality of building a multibillion-dollar infrastructure platform, not an intended action.

Disclosure impacting negotiation dynamics During active negotiations

Discussing timing or specific details of multibillion-dollar transactions.

Mitigation:Board advised against discussing timing or specific LOIs to maintain negotiation leverage and avoid changing dynamics to Fermi's disadvantage.

Tenant MEP (mechanical, electrical, and plumbing) readiness bottleneck Near-term, impacting power deployment

Tenants' ability to get their MEP and racks up in time to take power is a bigger bottleneck than originally anticipated.

Mitigation:Doing 'reverse due diligence' on potential tenants' MEP capabilities; focusing on modular MEP solutions; prioritizing tenants who can deploy MEP faster.

REIT 550 rules compliance for management ownership Within a few months post lockup expiry (March 30, 2026)

CEO's family owns ~38% of the company, requiring an orderly sell-down to meet REIT 550 rules.

Mitigation:Retained an adviser to run a process for an accretive block sale, aiming for a transaction that adds value to the brand of Fermi.

What to watch in Q1 FY26

Definitive tenant agreement

Next quarter / near term
Current Active negotiations with multiple counterparties, LOIs signed
Target Execution of a definitive lease agreement

Why it matters

This is the first gate for the next phase of Project Matador's capital deployment and unlocks project financing.

The next phase of capital deployment at Project Matador will be timed to 2 milestones: First, the execution of a definitive tenant agreement; and second, the closing of project financing.

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Q&A highlights

What are the key sticking points with tenants, and how is the timeline for SGT-800 deployment progressing?

Tenants want all the power, but Fermi needs multiple tenants for efficiency. SGT-800s were moved from Houston after tariff ruling, saving $27M-$30M, and foundations are ready. Negotiations are complex, multiparty, and involve billions. Investment-grade wraps are required, and Fermi is doing reverse due diligence on tenant MEP readiness.

“The #1 issue, the #2 issue and the #3 issue with our tenants is they want all of our power, and they want it all forever. But for our model to work, we need to have multiple tenants so that you deal with the differences in loads.”

asked by Paul Golding · answered by Toby Neugebauer

2 min read 6 chapters

Detailed narrative

Project Matador Operational Progress

Fermi has made significant strides in Project Matador, substantially completing its initial phase. This includes installing 450 million cubic feet of gas pipeline, 10 million gallons of water pipeline, and completing 60-70% of an 800-megawatt substation. The company secured a 6-gigawatt air permit, a critical milestone that significantly increased engagement from potential customers, and has filed for an additional 5-gigawatt permit, aiming to be the largest gas generation set on the planet.

Tenant Negotiation Dynamics

The company is in active negotiations with multiple investment-grade counterparties, who are reportedly competing for initial power. A key challenge is that tenants desire all available power, while Fermi aims for multiple tenants to diversify demand and maximize grid efficiency. Management is prioritizing tenants based on their ability to finance and deploy their own mechanical, electrical, and plumbing (MEP) infrastructure, which has emerged as a significant bottleneck.

Financial Overview and Capital Discipline

As a pre-revenue company in full-scale construction, Fermi reported a GAAP net loss of $486 million for FY25, primarily non-cash. The financial focus is on the balance sheet, with $570 million of investor capital deployed into physical infrastructure. The company demonstrated capital discipline, with operating cash use at $34 million for the year, covering formation, IPO, and initial construction, which is viewed as a strong demonstration of capital discipline.

Strategic Capital Deployment and Financing Gates

The next phase of capital deployment for Project Matador is strictly gated by the execution of definitive tenant agreements and the closing of project-level financing. The company has secured $785 million in new equipment financing facilities post-year-end, including a $500 million nonrecourse turbine warehouse, providing liquidity for at least 12 months. Project-level financing is underwritten to future cash flows unlocked by tenant commitments, and technical diligence is progressing.

REIT Election and Shareholder Considerations

Fermi intends to elect REIT status for FY25, aligning with its long-duration infrastructure assets. Due to expected non-cash depreciation, material REIT taxable income and dividends are not anticipated in the near term. The expiration of the IPO lockup agreement and the need to comply with REIT 550 rules will necessitate an orderly sell-down of management's significant ownership stake (38% owned by CEO's family), with the CEO aiming for an accretive block sale.

Modular MEP and Supply Chain Focus

Recognizing the MEP bottleneck for tenants, Fermi is increasingly focused on modular MEP solutions, drawing on its experience from the oil and gas business. The company is bringing in expertise to diligence and engage with clients' supply chains for MEP, aiming to accelerate tenant readiness and deployment of power. Management believes modular MEP will be transformational and much more cost-effective than traditional stick building.

Summary of the company's earnings call; see how call summaries are prepared. Not investment advice.