{"url_path":"/sec/frmi/8-k/2026-07-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/2071778/0001213900-26-078366-index.html","accession_number":"0001213900-26-078366","cik":"0002071778","ticker":"FRMI","issuer_name":"Fermi Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2071778/0001213900-26-078366-index.html","primary_entity_key":"0002071778","primary_entity_name":"Fermi Inc."},"word_count":1324,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\n*Indenture and Notes*\n\n \n\nOn July 14, 2026, Fermi Inc.,\na Texas corporation (the “Company”), consummated the issuance of $375 million aggregate principal amount of its 5.00%\nconvertible senior notes due 2031 (the “Notes”) to persons reasonably believed to be qualified institutional buyers\npursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Concurrently with the closing\nof the offering, on July 14, 2026, the Initial Purchasers (as defined below) of the Notes elected to the exercise in full the $56.25 million\noption granted to them, generating total gross proceeds of $431.25 million. The Notes bear cash interest at a rate of 5.00% per year,\npayable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027. The Notes are convertible into\ncash, shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), or a combination thereof,\nat the Company’s election, and may be settled as described in the Indenture (as defined below). The Notes will mature on July 15,\n2031 (the “Maturity Date”), unless earlier repurchased, redeemed or converted.\n\n \n\nThe total net proceeds\nfrom the offering of the Notes were approximately $416.81 million, after deducting fees and estimated expenses payable by the Company. The\nCompany used approximately $34.5 million of the total net proceeds from the Notes to pay the cost of the Capped Call Transactions\n(as defined below) entered into in connection with the offering. The Company intends to use the remainder of the net proceeds for\ngeneral corporate purposes.\n\n \n\nThe Company issued the Notes\npursuant to an indenture, dated as of July 14, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company,\nNational Association, as trustee (the “Trustee”).\n\n \n\nPrior to the close of business\non the business day immediately preceding April 15, 2031, the Notes will be convertible at the option of the holders only under certain\nconditions and during certain periods. On or after April 15, 2031, until the close of business on the second scheduled trading day immediately\npreceding the Maturity Date, holders may convert their Notes, at their option, irrespective of these conditions.\n\n \n\nThe conversion rate for the\nNotes will initially be 105.0862 shares of Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price\nof approximately $9.52 per share of Common Stock). The conversion rate and the corresponding conversion price will be subject to adjustment\nin some events but will not be adjusted for any accrued and unpaid interest. The Company may redeem for cash all or part of the Notes\n(subject to the partial redemption limitation described in the Indenture), at its option, on or after July 20, 2029 and prior to the 31st\nscheduled trading day immediately prior to the Maturity Date, if the last reported sale price of the Common Stock has been at least 130%\nof the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day\nperiod (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which\nthe Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus\naccrued and unpaid interest to, but excluding, the redemption date.\n\n \n\nIf the Company undergoes a\nfundamental change (as defined in the Indenture), holders may require the Company to repurchase for cash all or part of their Notes at\na repurchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to, but excluding,\nthe fundamental change repurchase date (as defined in the Indenture). In addition, following certain corporate events that occur prior\nto the Maturity Date of the Notes or if the Company delivers a notice of redemption in respect of the Notes, the Company will, in certain\ncircumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate\nevent or convert its notes called (or deemed called) for redemption during the related redemption period.\n\n \n\nThe Indenture provides for\ncustomary events of default, which include (subject in certain cases to grace and cure periods), among others: nonpayment of principal\nor interest; breach of covenants or other agreements in the Indenture; defaults with respect to certain other indebtedness; and certain\nevents of bankruptcy, insolvency or reorganization. Generally, if an event of default occurs and is continuing under the Indenture, either\nthe Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare the principal amount\nplus accrued and unpaid interest on such Notes to be immediately due and payable.\n\n \n\n1\n\n \n\nThe Notes will be the Company’s\ngeneral unsecured obligations and will rank senior in right of payment to all of the Company’s future indebtedness that is expressly\nsubordinated in right of payment to the Notes, equal in right of payment with all of the Company’s current and future liabilities\nthat are not so subordinated, and effectively junior to all of the Company’s current and future secured indebtedness to the extent\nof the value of the assets securing such indebtedness. The Notes will rank structurally junior to all indebtedness and other liabilities\n(including trade payables but excluding intercompany obligations and liabilities of a type not required to be reflected on a balance sheet\nof such subsidiaries in accordance with GAAP) of the Company’s subsidiaries.\n\n \n\nThe description of the Indenture\nand the Notes above is qualified in its entirety by reference to the text of the Indenture and the Form of Note, copies of which are attached\nas Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.\n\n \n\n*Capped Call Transactions*\n\n \n\nIn connection with the pricing\nof the Notes on July 9, 2026, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”)\nwith one or more financial institutions (the “Option Counterparties”), and in connection with the exercise in full\nof the option granted to the Initial Purchasers of the Notes, on July 14, 2026, the Company entered into additional capped call transactions\n(such additional capped call transactions, together with the Base Capped Call Transactions, the “Capped Call Transactions”)\nwith the Option Counterparties. The Company used approximately $34.5 million of the total net proceeds from the offering of the Notes\nto pay the cost of the Capped Call Transactions.\n\n \n\nThe Capped Call Transactions\nare generally expected to reduce the potential dilution to the Common Stock upon any conversion of the Notes and/or, at the Company’s\nelection (subject to certain conditions), offset any cash payments the Company is required to make in excess of the principal amount of\nconverted Notes, as the case may be, upon any conversion of the Notes, with such reduction and/or offset subject to a cap. The Capped\nCall Transactions have an initial cap price of $14.64 per share, which represents a premium of approximately 100% over the closing price\nof the Common Stock on the Nasdaq Global Select Market on July 9, 2026, and is subject to certain adjustments under the terms of the Capped\nCall Transactions. The Capped Call Transactions cover, subject to customary adjustments substantially similar to those applicable to the\nNotes, the number of shares of the Common Stock initially underlying the Notes.\n\n \n\nThe Capped Call Transactions\nare separate transactions entered into by the Company with the Option Counterparties, are not part of the terms of the Notes, and will\nnot change the rights of the holders of the Notes under such Notes.\n\n \n\nThe description of the Capped\nCall Transactions above is qualified in its entirety by reference to the text of the form of capped call confirmation, which is attached\nas Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein."}