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Fermi issues $431.25 million of convertible senior notes due 2031
Fermi issued $431.25 million of 5.00% convertible senior notes due July 15, 2031 in a private offering, for net proceeds of about $416.81 million, of which about $34.5 million paid for capped call transactions. The remainder is for general corporate purposes. The same month Fermi said it had deferred its election to be taxed as a REIT.[1][2][3]
What the sources say
- ✓ Verified
Fermi Inc. (Form 8-K, July 15, 2026; Form 10-Q, Q2 2026): The notes pay 5.00% interest semi-annually starting January 15, 2027 and are convertible at an initial rate of 105.0862 shares per $1,000 principal (about $9.52 per share); the capped calls raise the effective conversion price to a cap of about $14.64 per share. The issue included the full $56.25 million purchaser option. Up to 58,913,925 shares could be issued on conversion. [1][3]
- Principal
- $431,250,000
- Net proceeds
- $416,810,000
- Capped call cost
- $34,500,000
- Interest rate
- 5%
- ✓ Verified
Fermi Inc.: Fermi said in its July 9, 2026 8-K that it had deferred its REIT election and was taxable as a C corporation for 2025; its Q2 10-Q says it expects to be taxable as a C corporation at least through 2026 and may never make a REIT election. Its IPO prospectus had said it intended to elect REIT status starting with 2025. [2][3][4]
