Fermi Posts $347M Loss Amidst Matador Data Center Development

Ticker: FRMI · Form: 10-Q · Filed: Nov 12, 2025 · CIK: 2071778

Sentiment: bearish

Topics: Data Centers, Nuclear Energy, Pre-Revenue, High Growth Potential, Capital Intensive, Texas, IPO

Related Tickers: FRMI

TL;DR

**Fermi is burning cash fast on its massive Project Matador, making it a high-stakes bet on future nuclear-powered data center demand.**

AI Summary

Fermi Inc. (FRMI) reported a net loss of $346.81 million for the three months ended September 30, 2025, and a cumulative net loss of $353.18 million from inception (January 10, 2025) through September 30, 2025. The company has not yet commenced revenue-generating activities, with all current operations focused on the development of Project Matador, an 11-gigawatt energy and data center campus in Amarillo, Texas. Total assets stood at $502.77 million as of September 30, 2025, with construction in progress accounting for $270.69 million. Liabilities totaled $200.29 million, including $102.83 million in net debt. A significant 'Other income (expense)' of -$309.05 million contributed substantially to the net loss for the quarter. The company completed a Corporate Conversion on September 30, 2025, transitioning from Fermi LLC to Fermi Inc., and issued 574,977,840 shares of common stock. Cash and cash equivalents were $83.69 million, with restricted cash at $99.30 million, totaling $182.99 million in cash, cash equivalents, and restricted cash at period end.

Why It Matters

Fermi Inc.'s substantial net loss of $346.81 million, coupled with zero revenue, highlights the significant capital expenditure and pre-revenue phase of its ambitious Project Matador. For investors, this signals a high-risk, high-reward profile, as the company is entirely dependent on the successful, timely, and cost-effective completion of this large-scale nuclear-powered data center. Employees and customers face uncertainty until the project achieves commercial operation, targeted for late 2026. The broader market will watch closely as Fermi aims to disrupt the hyperscale data center and energy sectors, potentially intensifying competition with established players like Amazon Web Services and Microsoft Azure if successful.

Risk Assessment

Risk Level: high — The company reported a net loss of $346.81 million for the quarter and has not generated any revenue since its inception on January 10, 2025. Its business model is 'highly dependent on the successful construction, development, leasing, and continued maintenance of the Advanced Energy and Intelligence Campus at Texas Tech University ('Project Matador')' and its ability to access 'adequate project financing' for significant anticipated capital expenditures.

Analyst Insight

Investors should approach FRMI with extreme caution, recognizing it as a highly speculative, pre-revenue company. Monitor progress on Project Matador's construction timeline and financing milestones, as any delays or cost overruns could severely impact its viability. Consider a small, speculative position only if you have a high-risk tolerance and a long-term outlook on the nuclear energy and data center convergence.

Financial Highlights

debt To Equity
0.34
revenue
$0
operating Margin
N/A
total Assets
$ 502.77M
total Debt
$ 102.83M
net Income
$ -346.81M
eps
$ -0.84
gross Margin
N/A
cash Position
$ 83.69M
revenue Growth
N/A

Key Numbers

Key Players & Entities

FAQ

What is Fermi Inc.'s primary business focus as of September 30, 2025?

Fermi Inc.'s primary business focus is the development of Project Matador, an approximately 11-gigawatt behind-the-meter energy generation and powered shell data center campus located in Amarillo, Texas. The company anticipates generating substantially all of its revenue from lease rental income from data center tenants once operational.

How much net loss did Fermi Inc. report for the quarter ended September 30, 2025?

Fermi Inc. reported a net loss of $346.81 million for the three months ended September 30, 2025. This figure is part of a cumulative net loss of $353.18 million from inception on January 10, 2025, through the end of the quarter.

Has Fermi Inc. generated any revenue since its inception?

No, Fermi Inc. has not yet commenced revenue-generating activities. All activity through September 30, 2025, is related to its formation and initial engagement with various commercial parties for infrastructure procurement, leasing, preliminary site development, and marketing activities for Project Matador.

What was the total value of construction in progress for Fermi Inc. as of September 30, 2025?

As of September 30, 2025, Fermi Inc. reported $270.69 million in construction in progress. This represents a significant portion of its total assets, which stood at $502.77 million.

What is the significance of the Corporate Conversion for Fermi Inc.?

The Corporate Conversion, effective September 30, 2025, reorganized Fermi LLC into Fermi Inc., a Texas corporation. This change was made to facilitate the offering of its securities to the public in an IPO as a corporation rather than a limited liability company, with all membership interests converting into 591,274,308 shares of common stock.

What are the key risks associated with Fermi Inc.'s business model?

Key risks include high dependence on the successful construction and development of Project Matador, the ability to access adequate project financing, challenges in constructing and operating power generation facilities on schedule and at anticipated costs, and the nascent market for generating nuclear power. The company also faces risks related to environmental history and remediation at the Project Matador Site.

When does Fermi Inc. expect to begin commercial operations for Project Matador?

Fermi Inc. targets a commercial operations date for the first 1-gigawatt of data center capacity by year-end 2026. This is subject to an executed definitive lease agreement with a prospective tenant and the commencement of vertical construction activities later in 2025.

How much cash and cash equivalents did Fermi Inc. have at the end of the period?

As of September 30, 2025, Fermi Inc. had $83.69 million in cash and cash equivalents, along with $99.30 million in restricted cash, totaling $182.99 million in cash, cash equivalents, and restricted cash.

What was the total amount of debt, net, for Fermi Inc. as of September 30, 2025?

Fermi Inc. reported total debt, net, of $102.83 million as of September 30, 2025. This debt contributes to the company's total liabilities of $200.29 million.

What is the planned capacity and size of Project Matador?

Project Matador is planned as an approximately 11-gigawatt behind-the-meter energy generation campus, providing hyperscale customers with approximately 15 million square feet of data center space. This infrastructure will be powered by a combination of on-site solar, gas, and nuclear power.

Risk Factors

Industry Context

Fermi Inc. operates in the nascent but rapidly growing market for large-scale energy generation and data center infrastructure. The company aims to leverage a combination of solar, gas, and nuclear power to meet the immense energy demands of hyperscale data centers. This sector is characterized by high capital requirements, long development cycles, and increasing demand driven by AI and cloud computing. Competition includes established energy providers and other developers of large-scale data center campuses.

Regulatory Implications

Fermi Inc. faces significant regulatory scrutiny related to energy generation, particularly with the inclusion of nuclear power in its Project Matador plans. Compliance with environmental regulations, safety standards for nuclear facilities, and energy market regulations in Texas will be critical. Failure to comply or changes in regulatory frameworks could lead to project delays, increased costs, or operational restrictions.

What Investors Should Do

  1. Monitor Project Matador Development Milestones
  2. Assess Future Capital Needs and Financing
  3. Evaluate 'Other Income (Expense)' Fluctuation
  4. Analyze Tenant Lease Agreements and Creditworthiness

Key Dates

Glossary

Project Matador
An 11-gigawatt energy generation and data center campus being developed by Fermi Inc. in Amarillo, Texas. (This is the company's sole focus and primary asset under development, representing all future revenue potential.)
Corporate Conversion
The statutory conversion of Fermi LLC into Fermi Inc. on September 30, 2025, to facilitate public offerings. (This event changed the legal structure of the company and is reflected in the share structure and equity accounts as of the reporting date.)
Construction in progress
Costs incurred for assets that are under construction and not yet ready for their intended use. (Represents the largest asset category ($270.69M), highlighting the significant capital investment in Project Matador.)
Accumulated deficit
The cumulative net losses of a company since its inception that have not been offset by net income. (Indicates the company has incurred substantial losses ($353.18M cumulative) during its development phase without generating revenue.)
Other income (expense)
A line item in the income statement that includes income or expenses not directly related to the company's primary operations. (A significant negative impact (-$309.05M) on the quarterly net loss, contributing substantially to the overall loss.)
Behind-the-meter
Refers to energy generation facilities located on-site at a customer's facility, serving their direct power needs. (Describes the model for Project Matador's energy generation, intended to directly power the data centers.)

Year-Over-Year Comparison

As this is the first 10-Q filing for Fermi Inc. (post-Corporate Conversion on September 30, 2025), a direct comparison to a prior year's filing is not possible. The reported figures represent the company's financial position and results from its inception on January 10, 2025, through September 30, 2025. Key metrics like revenue, net income, and operating margins are not comparable as the company is in a pre-revenue development stage. New risks related to construction, financing, and market establishment are highlighted.

Filing Stats: 4,485 words · 18 min read · ~15 pages · Grade level 15.6 · Accepted 2025-11-12 17:23:07

Key Financial Figures

Filing Documents

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Financial Statements (Unaudited)

Item 1. Financial Statements (Unaudited) 5 Consolidated Balance Sheet (Unaudited) 6 Consolidated Statements of Operations (Unaudited) 7 Consolidated Statements of Stockholders'/Members' Equity (Unaudited) 8 Consolidated Statement of Cash Flows (Unaudited) 9

Notes to Consolidated Financial Statements (Unaudited)

Notes to Consolidated Financial Statements (Unaudited) 10

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 35

Quantitative and Qualitative Disclosures about Market Risk

Item 3. Quantitative and Qualitative Disclosures about Market Risk 55

Controls and Procedures

Item 4. Controls and Procedures 55

- OTHER INFORMATION

PART II - OTHER INFORMATION

Legal Proceedings

Item 1. Legal Proceedings 57

Risk Factors

Item 1A. Risk Factors 57

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 98

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 99

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 99

Other Information

Item 5. Other Information 99

Exhibits

Item 6. Exhibits 100

Signatures

Signatures 102 1 EXPLANATORY NOTE Fermi Inc. was originally formed as Fermi LLC on January 10, 2025 ("Inception") as a Texas limited liability company. On September 30, 2025, immediately following the effectiveness of our registration statement on Form S-11, the Company effected a statutory conversion from a Texas limited liability company to a Texas corporation pursuant to and in accordance with a plan of conversion (the "Corporate Conversion"). The purpose of the Corporate Conversion was to reorganize the Company's corporate structure so that the entity offering its securities to the public in the IPO would be a corporation rather than a limited liability company. References in this Quarterly Report on Form 10-Q to "Fermi", "we", "us", "our" and "the Company" (i) for periods prior to the Corporate Conversion, refer to Fermi LLC, and, where appropriate, its consolidated subsidiaries and (ii) for periods after the Corporate Conversion, refer to Fermi Inc., and, where appropriate, its consolidated subsidiaries. As a result of the Corporate Conversion, Fermi Inc. succeeded to all of the property and assets of Fermi LLC and succeeded to all debts and obligations of Fermi LLC. Fermi Inc. is governed by a certificate of formation filed with the Texas Secretary of State and bylaws adopted by its board of directors. The consolidated financial statements and footnotes give effect to the Corporate Conversion on a prospective basis as of the conversion date. 2 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking in our business contain forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words "estimate," "an

Forward-looking statements involve numerous risks and uncertainties,

Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all), including with respect to historical environmental conditions at the approximately 5,236 acres of contiguous land held pursuant to a 99-year Ground Lease Agreement on land owned by the Texas Tech University System (the "Lease") in Carson County, Texas (the "Project Matador Site"), which increases site preparation and timelines. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: Our business model is highly dependent on the successful construction, development, leasing, and continued maintenance of the Advanced Energy and Intelligence Campus at Texas Tech University ("Project Matador"). Our ability to access adequate project financing, commercial borrowings, and debt and equity capital markets to fund our significant anticipated capital expenditures. Our ability to construct, operate, and maintain power generation facilities on schedule and at anticipated costs, both of which may be impacted by supply chain disruptions, including labor availability, raw materials and input commodity costs and availability, and manufacturing and transportation. The market for generating nuclear power is not yet established and may not achieve the growth potential we expect or may grow more slowly than expected. General business and economic conditions. Environmental history, remediation, and associated risks. Our ability to obtain and renew leases with our tenants on favorable terms, and to manage our growth, business, financial results, and operations. Our

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION

Financial Statements (unaudited)

Item 1. Financial Statements (unaudited) Page Unaudited Consolidated Financial Statements: Consolidated Balance Sheet (Unaudited) 6 Consolidated Statements of Operations (Unaudited) 7 Consolidated Statements of Stockholders'/Members' Equity (Unaudited) 8 Consolidated Statement of Cash Flows (Unaudited) 9

Notes to Consolidated Financial Statements (Unaudited)

Notes to Consolidated Financial Statements (Unaudited) 10 5 Fermi Inc. Consolidated Balance Sheet (in thousands, except par value amounts and share numbers) (unaudited) As of September 30, 2025 Assets Construction in progress $ 270,693 Cash and cash equivalents 83,693 Restricted cash 99,300 Prepaid expenses and other assets 24,436 Operating lease right-of-use assets 24,644 Total assets $ 502,766 Liabilities and stockholders' equity Debt, net $ 102,831 Accounts payable and accrued liabilities 65,112 Operating lease liabilities 22,610 Other liabilities 9,740 Total liabilities 200,293 Commitments and contingencies (Note 10) Stockholders' equity Common stock, $ 0.001 par value; 2,400,000,000 shares authorized, 591,274,308 shares issued, and 574,977,840 shares outstanding at September 30, 2025 575 Preferred stock, $ 0.001 par value; 10,000,000 shares authorized, and no shares issued or outstanding at September 30, 2025 - Additional paid-in capital 301,898 Accumulated deficit - Total stockholders' equity 302,473 Total liabilities and stockholders' equity $ 502,766 The accompanying notes are an integral part of these consolidated financial statements. 6 Fermi Inc. Consolidated Statements of Operations (in thousands, except share and per share numbers) (unaudited) For the three months ended September 30, 2025 For the period from January 10, 2025 (Inception) through September 30, 2025 Expenses: General and administrative $ 37,776 $ 43,463 Total expenses 37,776 43,463 Loss from operations ( 37,776 ) ( 43,463 ) Other income (expense): Interest income (expense), net 12 ( 669 ) Other income (expense) ( 309,048 ) ( 309,048 ) Total other income (expense) ( 309,036 ) ( 309,717 ) Net loss $ ( 346,812 ) $ ( 353,180 ) Net loss per share – basic and diluted $ ( 0.84 ) $ ( 0.95 ) Weighted average shares outstanding – basic and diluted 466,493,415 416,237,306

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements (in thousands, except unit, per unit, share, and per share numbers) (unaudited) 1. Organization and Description of Business Organization Fermi Inc. was originally formed as Fermi LLC on January 10, 2025 ("Inception") as a Texas limited liability company. On September 30, 2025, immediately following the effectiveness of our registration statement on Form S-11, the Company effected a statutory conversion from a Texas limited liability company to a Texas corporation pursuant to and in accordance with a plan of conversion (the "Corporate Conversion"). The purpose of the Corporate Conversion was to reorganize the Company's corporate structure so that the entity offering its securities to the public in the IPO would be a corporation rather than a limited liability company. References in this Quarterly Report on Form 10-Q to "Fermi", "we", "us", "our" and "the Company" (i) for periods prior to the Corporate Conversion, refer to Fermi LLC, and, where appropriate, its consolidated subsidiaries and (ii) for periods after the Corporate Conversion, refer to Fermi Inc., and, where appropriate, its consolidated subsidiaries. In conjunction with the Corporate Conversion, all of Fermi LLC's membership interests, including outstanding preferred units, were converted into an aggregate of 591,274,308 shares of our issued common stock, of which 574,977,840 shares are outstanding. Prior to the Corporate Conversion, the Company's outstanding convertible notes had converted into Class A units of Fermi LLC (the "Convertible Notes Conversion") in connection with the issuance of preferred units ("Preferred Units") in a private placement to a consortium of investors (the "Preferred Units Financing"). Refer to Note 3, Stockholders' Equity, for further information regarding the Preferred Units Financing. As a result of the Corporate Conversion, Fermi Inc. succeeded to all of the property and assets of Fermi LLC and succeeded to all debts and

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