Fermi Announces Convertible Notes Offering Amid Governance Turmoil

Fermi Inc. ( (FRMI) ) just unveiled an announcement.

On July 9, 2026, Fermi Inc. launched a private offering of $350 million in convertible senior notes due 2031 to qualified institutional buyers under Rule 144A, with an option for initial purchasers to buy an additional $52.5 million, and plans to use proceeds for capped call transactions and general corporate purposes, which will significantly bolster its liquidity. The company also disclosed that it deferred its election to be taxed as a REIT for the short tax year ended December 31, 2025 and now expects to elect REIT status for the 2026 tax year, while simultaneously pursuing tenant and joint venture negotiations, managing leadership transition talks, and facing costly, high-stakes litigation and activist pressure from former CEO Toby Neugebauer that could affect governance control, strategic direction, and stockholder value.

On May 13, 2026, Fermi filed and later voluntarily dismissed a Texas Business Court action seeking validation of a bylaw amendment that tightened shareholder powers, while a separate lawsuit filed May 1, 2026 by Neugebauer over his April 30, 2026 termination and related governance issues continues to pose uncertainty. The ongoing disputes, proxy-related activism risk, and potential equity issuances tied to future transactions are expected to weigh on management attention, legal costs, stock price volatility, and the company’s ability to secure tenants, financing partners, and senior leadership, even as the new notes offering strengthens its balance sheet and supports its long-term strategic repositioning.