DALLAS, TX / ACCESS Newswire / July 9, 2026 / Fermi Inc. (NASDAQ:FRMI)(LSE:FRMI), operating as Fermi America™ ("Fermi" or the "Company") today announced the upsized pricing of 5.00% convertible senior notes due 2031 (the "Notes") in an aggregate principal amount of $375 million (the "Offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Company also granted to the initial purchasers of the Notes an option to purchase, for settlement within 13-day period from the date of initial issuance of the Notes, up to an additional $56.25 million aggregate principal amount of Notes. The sale of the Notes is scheduled to close on July 14, 2026, subject to satisfaction of customary closing conditions.
Key Elements of the Transaction:
$375 million of attractively priced capital raised ($431.25 million if the initial purchasers fully exercise their option to purchase additional Notes).
Initial conversion price of approximately $9.52 per share represents a conversion premium of 30% over the closing sale price of $7.32 per share of the Company's common stock on July 9, 2026.
Effective conversion price of $14.64 as a result of the capped call, which represents a 100% premium to the closing sale price of the Company's common stock on July 9, 2026. No dilution to shareholders until $14.64 per share.
The Notes will be senior, unsecured obligations of the Company, and will bear interest at a rate of 5.00% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027. The Notes will mature on July 15, 2031, unless earlier converted, redeemed or repurchased.
Prior to the close of business on the business day immediately preceding April 15, 2031, the Notes will be convertible only under certain circumstances and during certain periods, and thereafter, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The initial conversion rate for the Notes will be 105.0862 shares per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $9.52 per share, and will be subject to adjustment upon the occurrence of certain events. The initial conversion price represents a conversion premium of 30% over the last reported sale price of $7.32 per share of the Company's common stock on the Nasdaq Global Select Market ("Nasdaq") on July 9, 2026. The Company will settle conversions of the Notes by paying or delivering, as the case may be, cash, its common stock, or a combination thereof, at its election.