← Fermi · FinancingEdit
5.00% Convertible Senior Notes due 2031
Jul 14, 2026 · ClosedTerms of issuance
Instrument
Convertible notes
Principal
$431.3M
Net proceeds
$416.8M
Coupon
5%
Issue date
Jul 14, 2026
Maturity
2031
Seniority
Conversion ratio
105.0420 shares / $1,000 principal
Settlement
Conversion terms
Reference stock price
Conversion premium
n/acalculated from conversion price & reference stock price
Conversion price
$9.52
Underlying shares
45,299,370calculated: principal ÷ conversion price, unless directly stated
Dilution %
7.2%calculated: underlying shares ÷ basic shares outstanding as of issue date
Conversion window opens
Early conversion trigger
Early conversion threshold
n/acalculated: conversion price × trigger %
Economic analysis
Effective annual cost
n/acalculated: coupon + capped-call cost amortized over the note's life — needs coupon, maturity, and (if hedged) capped-call cost
Interest savings vs. plain debt
n/anot shown — would require an assumed comparable straight-debt rate, which we do not fabricate
Implied option value / volatility
n/anot shown — would require an assumed volatility input, which we do not fabricate
Breakeven
n/anot shown — would require assumed reinvestment/discount-rate assumptions, which we do not fabricate
Maturity scenarios
Below $9.52Notes redeemed for cash at maturity (or company's election); no dilution.
Above $9.52In the money — full dilution from conversion, no hedge in place.
Context
Shares outstanding (as of issue date)
629,839,790
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Use of proceeds
Other financing outstanding (excl. this instrument)
Preferred Units (Macquarie-led consortium) ($107.6M), IPO — common stock, Nasdaq/LSE: FRMI ($784.9M), Senior secured equipment loan warehouse facility (Fermi Turbine Warehouse LLC) ($500.0M), Senior secured equipment warehouse credit facility (Keystone Master Loan Agreement) ($120.0M), Senior secured equipment supply term loan facility (Beal Credit Agreement, CLMG Corp. as agent) ($165.0M)
— of which existing debt
$1.68B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
none
Related site
none
Sources
ClosedFermi closes $431.25 million of 5.00% convertible senior notes due 2031
Jul 14, 2026