Fermi Inc. (FRMI) Business

Item 1. Business

Overview

Fermi Inc. (“Fermi,” “we,” “us,” or “our”) exists to power the artificial intelligence needs of tomorrow. We are building a private power campus for AI-centric customers—developing and leasing large-scale, grid-independent energy generation and high-performance computing facilities purpose-built for the hyperscale era. Our mission is to deliver up to 11 GW of low-carbon, highly reliable and redundant, and on-demand power directly to the world's most compute-intensive businesses, with the potential to expand the campus to up to approximately 17 GW of total generation capacity, subject to the closing of additional land acquisitions and receipt of incremental permits. See “—Strategic Land Expansion” and “—Air Permitting and Regulatory Milestones” below for additional detail. We have entered into a long-term lease on a site large enough to simultaneously house the next three largest AI infrastructure campuses by square footage currently in existence. In a world in which power is considered a key currency for AI innovation, we believe that Fermi is uniquely positioned with numerous strategic advantages that will help propel America’s AI economy forward.

Our strategy is anchored by Project Matador, a hyperscale power and AI infrastructure campus in the Texas Panhandle region secured by our 99-year ground lease with the Texas Tech University System. Project Matador is designed as a multi-phased development intended to deliver up to 11 GW, with the potential to expand to up to approximately 17 GW, of

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private power generation capacity and support up to approximately 15 million square feet of AI-ready hyperscale compute infrastructure over a multi-decade buildout timeline. Our objective is to provide hyperscale and other compute-intensive tenants with reliable, cost-effective, low-latency power and dedicated powered shell infrastructure, all of which is sustainably insulated from the physical and political constraints and headwinds associated with full reliance on limited and increasingly expensive grid-based power supplies.

We plan to develop and lease powered shell campus space supported by an integrated, grid-independent energy and site infrastructure platform, including on-site natural gas-fired generation, supplemental grid-supplied power, battery energy storage systems, solar generation for energy displacement, and longer-term nuclear baseload supply, all in furtherance of our objective to support large, long-duration hyperscale deployments. Project Matador is designed as an energy-first campus that places power at the center of the tenant offering, with tenant rent and capacity allocation expected to be based on reserved power capacity expressed in kilowatts per month, together with mutually designed and agreed upon reliability characteristics. We may also offer long-term ground leases to tenants that elect to construct their own powered shell facilities on our land.

The Project Matador campus benefits from a combination of strategic site characteristics that we believe would be difficult to replicate at comparable scale. The campus is located in proximity to some of the nation’s most productive natural gas-producing regions, supporting efficient and cost-effective gas transmission directly to the site. Two major fiber optic transmission corridors connect at the southern boundary of the campus, enabling co-located tenants to achieve low-latency connectivity to primary digital backbone networks. Additionally, the site overlies the Ogallala Aquifer, one of the largest freshwater aquifers in the world. The site is also located in proximity to the U.S. government’s Pantex facility, which we believe provides favorable conditions for security infrastructure and may support future nuclear development considerations, subject to applicable regulatory approvals.

We intend to elect to qualify as a REIT for U.S. federal income tax purposes commencing with our short taxable year ended December 31, 2025. We believe that many of the assets and income streams associated with our powered campus model are compatible with REIT requirements, although certain development, generation, and service activities may be conducted through taxable REIT subsidiaries (“TRSs”) or other structures to preserve REIT qualification. We believe the REIT structure is well suited to long-duration infrastructure-oriented real estate and may provide investors tax-efficient exposure to AI infrastructure growth and long-duration real estate assets, subject to the risks and uncertainties described in this Annual Report.

We were formed in January 2025 and, as a development-stage company, have not generated revenue to date. As of December 31, 2025, we have made significant progress advancing the project, including securing site control and groundwater rights, completing key early-stage engineering and site development work, progressing permitting activities, advancing grid interconnection and fuel supply arrangements, procuring certain long-lead power generation equipment, negotiating tenant arrangements, and structuring financing. We do not expect to generate operating revenues until we have executed definitive lease agreements with tenants and commenced delivery of powered shells and associated on-site power capacity at Project Matador. Until then, we may generate limited non-operating income in the form of interest income on cash and cash equivalents held in reserve. Our ability to execute our plan depends on satisfying conditions precedent under our ground lease, converting tenant discussions into binding agreements, obtaining required permits and regulatory approvals, and raising strategic capital.

Market Opportunity

Growing AI and Hyperscale Power Demand

Total AI power demand is projected to grow from 55 GW in 2023 to up to 219 GW by 2030 according to McKinsey & Company, with AI workloads forecasted to increase by a factor of 3.5 over the same period, necessitating an estimated $5.2 trillion in related infrastructure investment. The global generative AI market is expected to grow from $64 billion in 2023 to $457 billion by 2027 according to Bloomberg Intelligence. In 2024, capital expenditure on AI-focused data center development reached $210 billion, with only $39 billion allocated to ongoing operating costs, indicating significant emphasis on upfront infrastructure buildout.

U.S. data center demand by 2030 is expected to land between 1,000 terawatt-hours and over 1,534 terawatt-hours per year across a range of industry sources. Key growth in demand is driven by AI, where demand for AI capacity is expected to grow at a compound annual growth rate of 33%. This is especially true for data center-dense markets such as those serviced by PJM Interconnection LLC and the Electric Reliability Council of Texas, Inc. (“ERCOT”), where grid demand forecasts have moved up materially, putting pressure on reserve margins. ERCOT is facing a shrinking supply cushion as electricity demand—driven by rapid industrial growth and data centers—outpaces the addition of new, dispatchable power generation. Projections indicate that power reserves could fall below safe levels within a few years, with worst-case scenarios showing demand potentially exceeding supply by 2028. In addition, ERCOT is being impacted by supply chain

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constraints with new turbines for projects not expected until 2028 or later. We believe AI hyperscalers and enterprise AI compute operators are among the most financially capable drivers of this demand, with an urgent need for power that is abundant, consistent, and delivered at high levels of baseload availability.

Power Density and Infrastructure Constraints

The rise of generative AI is fundamentally changing computing infrastructure requirements, particularly with respect to compute intensity and associated power demands. Traditional data centers were designed to support rack-level power densities of 3–10 kW per rack, while recent deployments are averaging 10–20 kW per rack, with certain next-generation AI deployments targeting 50–100 kW per rack and, in some cases, up to 240 kW per rack. This unprecedented rise in power density is a fundamental contributor to the acute constraints on available utility power across the United States, as existing transmission infrastructure and utility frameworks have not kept pace with growth in power demand.

With computing facilities also growing in size, largely due to hyperscaler demand, new deployments are ranging from 100 MW to 1,000 MW, requiring significantly more power. As a result, demand for private power solutions that are not reliant on grid expansion has increased significantly. Co-locating dedicated generation adjacent to tenant compute facilities is also expected to reduce long-distance power transmission losses, improving overall energy efficiency. Additionally, latency is not a primary constraint for many large-scale AI workloads, particularly AI model training, and hyperscalers are increasingly prioritizing access to power and speed-to-market over proximity to traditional Tier 1 data center markets. This trend reflects a broader decentralization of compute infrastructure in the AI era, where access to grid-independent, scalable, large-quantity power is driving hyperscalers’ decisions.

Low-Carbon Energy Supply

Due to intermittency limitations, renewable sources alone are insufficient to meet continuous AI compute requirements, reinforcing the role of technologies that supply firm capacity—such as natural gas-fired combined cycle units and nuclear generation—along with battery energy storage systems for load modulation, management of intra-second AI demand volatility, reliability optimization, and ride-through capability during forced outages and ground fault events. While battery storage technology continues to advance, we believe that current commercially available storage solutions are highly valuable in supporting the reliability and power optimization functionality of Project Matador, but in and of themselves are not yet sufficient to support baseload AI compute requirements at the scale and continuous availability levels demanded by hyperscale operators, and that solar and wind generation introduce variability that has not yet been fully addressed by available storage technology. We believe this market shift supports demand for an integrated energy and data infrastructure platform at scale, such as Project Matador, that is designed to meet the demands of the high-density AI workloads of the future.

Our Business Model

We are developing a powered campus model in which we control a 5,236-acre site in Carson County, Texas under a 99-year ground lease (the “Lease”) with the Texas Tech University System. Together with additional acreage acquired or under contract adjacent to the leased property, the expanded campus is expected to encompass approximately 7,570 acres. We believe this model provides long-term site control and supports a coordinated development framework with a public university partner. We are developing a private energy and site infrastructure platform across the campus to support multiple powered shell buildings and a diversified, integrated power supply, including private power generation and delivery infrastructure, substations, internal distribution networks, water and cooling systems, and other essential infrastructure. In addition to powered shell facilities, we may offer long-term ground leases to tenants that elect to construct their own powered shell facilities on our land, with or without integrated power delivery.

We intend to provide electricity and related on-site power and infrastructure services solely to on-site tenants and primarily as an incident of tenancy under our lease arrangements, and as such our business model does not anticipate nor rely upon any material marketing of or revenues from the sale of power to the grid or to interconnected electric utilities. We expect many tenant arrangements, including powered shell leases, to be structured around contracted power capacity (megawatts) and service levels, reflecting the economics of high-density AI workloads and power-constrained data center markets. Certain activities may be conducted through TRSs or other structures in order to preserve our intended REIT qualification.

We seek to align the long-term needs of hyperscale and other large compute users—speed to power, resiliency, scalability, connectivity, and cost predictability—with a real estate and infrastructure platform designed for multi-decade operations. Our model is intended to address constraints in traditional utility power delivery, including limited grid capacity, interconnection queue delays, and transmission congestion, by co-locating dedicated generation and distribution infrastructure adjacent to tenant compute facilities.

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We anticipate generating substantially all of our revenue from long-term tenant lease arrangements at Project Matador. Tenant payments are expected to include fixed and variable components and are intended to be structured as rents from real property for U.S. federal income tax purposes, subject to applicable REIT requirements. Leases of powered shell space and related campus improvements are expected to be structured on a triple-net or similar basis.

Tenant payments are expected to include:

•Fixed monthly rent based on reserved power capacity. A capacity-based rent component expected to be expressed on a dollars per kilowatt per month basis. This component reflects the tenant’s right, as an incident of tenancy, to occupy the premises and access dedicated, grid-independent power capacity and associated on-site electrical and related infrastructure.

•Fixed monthly rent based on invested capital in real property improvements. A separate fixed rent component designed to provide a contractual return on capital invested in the premises and related improvements, including powered shell structures and specified infrastructure elements.

•Pass-through reimbursements structured as additional rent. Tenant reimbursements of certain costs allocable to the premises and shared campus systems, structured as additional rent on a pass-through basis. These amounts may include energy-related input costs and other consumption-based expenses, insurance, property taxes, and agreed operating and maintenance costs, subject to applicable budgets.

•Incident of tenancy framework. Power and related infrastructure services are intended to be provided solely to on-site tenants as an incident of tenancy under the lease. The foregoing rent and reimbursement components are intended to be payable as rent or additional rent under the lease and not as consideration for standalone sales of electricity.

•Development and administrative fees. For certain deployments, tenants may pay fee components tied to development management or administrative oversight of campus systems. To the extent necessary to preserve REIT qualification, service-related activities may be performed through, or structured in coordination with, TRSs.

For tenants that elect to develop their own facilities on our land, tenant payments are expected to include:

•Ground lease rent. We expect to earn market-based ground lease rent under long-duration lease structures.

•Power capacity and infrastructure made available under the ground lease. Where reserved power capacity and related infrastructure are made available in connection with such ground leases, associated payments are expected to be structured as rent or additional rent under the lease and provided solely as an incident of tenancy.

We may incorporate tenant prepayments, security deposits, and contributions in aid of construction as part of our commercial model, particularly for large, long-duration deployments where tenants are willing to fund a portion of data center development, shared infrastructure and energy systems upfront in exchange for contracted capacity and tailored infrastructure rights. For tenants that are not investment-grade, we may seek to mitigate counterparty risk through larger prepayments, third-party credit enhancements, guarantees, insurance or other risk-transfer structures.

To finance our infrastructure, we intend to rely on a combination of equity capital, tenant-funded amounts, and non-recourse or limited-recourse equipment and project-level debt raised through special purpose entities (“SPEs”) whose collateral may consist of specific power generation, energy infrastructure, or other campus assets and the associated tenant payment streams under applicable lease arrangements. We may also pursue monetization of eligible tax credits and other incentives, strategic equity partnerships, and government-sponsored programs such as potential loans from the U.S. Department of Energy’s (“DOE”) Office of Energy Dominance Financing.

Our target customers are hyperscale and other large-scale compute users, including cloud service providers, AI infrastructure operators, chipmakers, and other enterprises or governmental and quasi-governmental entities requiring long-duration access to high-density compute capacity supported by reliable power. We expect that tenant lease agreements will generally be long-term in nature and structured to support large, phased deployments over time. Prior to stabilization, we expect that a limited number of tenants may represent a significant portion of our contracted revenue, and we may experience customer concentration until additional leases are executed.

Because Project Matador is in development, the timing of tenant lease execution, energization of power assets, and commissioning of infrastructure will materially affect our results and may result in variability prior to stabilization.

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Development Strategy and Plan of Operations

Project Matador is structured as a phased campus buildout intended to integrate site control, infrastructure readiness, power sequencing, and tenant delivery into a coordinated development program extending through 2038. The campus is being designed as an integrated, private power, energy-first platform intended to deliver reliable power directly to on-site tenant facilities, with grid connectivity utilized primarily for redundancy, balancing, and optionality rather than as the primary power source.

We do not expect to generate operating revenues until we have executed definitive lease agreements with tenants and commenced delivery of infrastructure services, including power and data center capacity, at Project Matador. Until then, we may generate limited non-operating income in the form of interest income on cash and cash equivalents held in reserve. We expect our results of operations to vary significantly from period to period as we progress through multi-year phases of development, including substantial capital expenditures for civil works, equipment procurement, licensing, and construction.

Having substantially completed Phase 0 site enablement and infrastructure readiness activities, our near-term operational focus has shifted to Phase 1, which is centered on achieving initial commercial energization of the campus and supporting first tenant commissioning. Phase 1 priorities include progressing gas turbine deployments and installation, advancing grid interconnection to full contracted capacity, deploying initial battery energy storage and power quality infrastructure, executing definitive tenant lease agreements, and securing project-level financing to support the next stage of campus buildout.

While phases may overlap and sequencing may adjust based on tenant commitments and market conditions, our current development plan is organized into five major phases intended to stage capital deployment and capacity additions over more than a decade. Our current framework consists of the following stages:

Phase 0 — Site Enablement and Infrastructure Readiness

Phase 0 established the physical and contractual foundation necessary for construction and early operations at Project Matador. This phase was designed to position the campus for initial power delivery and powered shell deployment by advancing civil works and external infrastructure (including roads, fencing, and water systems), installing initial private power and site infrastructure systems, aligning permitting and regulatory milestones, and satisfying ground lease commencement conditions.

Activities included:

•Satisfaction of conditions precedent to commence the 99-year ground lease with the Texas Tech University System covering approximately 5,236 acres in Carson County, Texas.

•Execution of contracts to acquire additional acreage adjacent to the leased property, expanding the expected campus footprint to approximately 7,570 acres.

•Finalization and partial activation of grid-supplied power under our Electric Service Agreement (“ESA”) with Southwestern Public Service Company (“SPS”), a subsidiary of Xcel Energy Inc., including 86 MW of capacity expected to be energized in the second half of 2026, along with progress on an additional 114 MW of interconnection capacity targeted for accelerated energization by year-end 2026. The timing for this incremental 114 MW may extend into 2027, depending on regulatory approvals, SPS interconnection work schedules, generation planning metrics, and alignment with tenant deployment timelines and power delivery requirements. The ESA contractually provides for supply of this incremental 114 MW by October 1, 2027.

•Procurement of long lead-time generation and electrical infrastructure equipment, including seven GE TM2500 mobile units, six Siemens SGT-800 turbines, three Siemens SGT6-5000F heavy-duty gas turbines, three GE 6B frame-class gas turbines, and certain substations, switchgear, transformers, and related balance-of-plant components.

•Advancement of dual gas interconnections and firm supply arrangements, including installation of approximately 4.6 miles of natural gas lines.

•Installation of approximately 7.2 miles of water lines, a 2 million gallon water tank, and approximately 5 miles of on-site power lines to establish the initial private power, water, and site infrastructure systems.

•Development of internal roads, pad sites, equipment laydown areas, and security infrastructure, including clearing approximately 11.4 million square feet (approximately 261 acres) of land, drilling 100 geotechnical borings,

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pouring structural footings, preparing approximately 9,200 square feet of pad sites, and installing approximately 11.3 miles of perimeter fencing. We also began establishing laydown and staging areas and foundational groundwork intended to support installation of our initial generation assets, substations, and early powered shell capacity.

•Early-stage engineering for generation, cooling systems, substations, and campus power distribution and power management infrastructure.

•Mobilization of approximately 500 engineers and construction personnel to execute Phase 0 scope within the first nine months of principal construction activity.

Since commencement of principal construction activities less than nine months ago, we have substantially completed the core Phase 0 enablement scope.

In early February 2026, after substantially completing Phase 0 infrastructure activities, we strategically paused incremental development to align the next stage of capital deployment with receipt of our air permit from the Texas Commission on Environmental Quality (“TCEQ”). On February 25, 2026, we received final approval from TCEQ for our approximately 6 GW natural gas-fired air permit, which we believe represents one of the largest such permits ever issued in the Western Hemisphere.

On March 27, 2026, we filed an additional application with the TCEQ for an incremental 5 GW air permit, which, if approved, would authorize the site for up to approximately 11 GW of total natural gas-fired generation capacity. We believe receipt of the initial permit materially advances the project’s readiness for binding tenant contracting and project-level financing for the initial tenant campus at Project Matador.

Phase 0 was designed to bring cash flow forward and de-risk subsequent capital deployment by aligning site readiness, private power and infrastructure system installation, and permitting milestones with initial power delivery and tenant contracting.

Phase 1 — Initial Energization and Campus Activation

Phase 1 is designed to achieve initial commercial energization of the Project Matador campus and support first tenant commissioning through deployment of our initial grid and on-site generation blocks. This phase represents the transition from site enablement activities into operating infrastructure, with initial power delivery expected to support powered shell commissioning and early tenant fit-out activities.

Based on our current secured and contracted equipment portfolio and grid arrangements, Phase 1 is expected to include:

•Initial energization of up to 200 MW of grid-supplied capacity under our ESA with SPS, including 86 MW expected to be energized in the second half of 2026 and an incremental 114 MW targeted for accelerated energization by year-end 2026. The timing for this incremental 114 MW may extend into 2027, depending on regulatory approvals, SPS interconnection work schedules, generation planning metrics, and alignment with tenant deployment timelines and power delivery requirements.

•Deployment of seven leased GE TM2500 mobile generation units rated at approximately 132 MW at our site elevation, intended to support early energization, redundancy, reserve power reliability, and commissioning flexibility.

•Deployment of our initial on-site generation assets, comprising three refurbished GE 6B turbines providing approximately 114 MW, six Siemens SGT-800 turbines contributing approximately 300 MW, and three Siemens F-class turbines under contract, each expected to provide approximately 240 MW, each initially deployed in simple cycle configuration, with near-term upgrading to combined cycle mode contemplated in each of these asset classes.

•Initial deployment of battery energy storage systems and other power quality infrastructure intended to support modulation and management of customer-facing intra-second load volatility, commissioning flexibility, load shaping, and ride-through capability, and evaluation of solar generation arrangements intended to displace a portion of natural gas consumption over time.

•Construction and delivery of initial powered shell facilities, including structural buildout, electrical backbone infrastructure, and cooling systems designed to support tenant mechanical, electrical, and plumbing (“MEP”) installation and high-density compute deployment.

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•Construction of campus operations and control center facilities to support centralized monitoring, dispatch, and management of on-site generation assets and imported grid power supplies, electrical distribution systems, and campus security infrastructure.

Phase 1 is also expected to include deployment of substations, campus distribution networks, cooling systems, and other private power and site infrastructure required to support early tenant operations. Phase 1 is expected to be substantially completed upon initial tenant energization and commissioning readiness, which we currently expect could occur during the first half of 2027, subject to execution of definitive lease agreements and the time required for tenants to complete their MEP buildout and prepare for deployment at the site.

Phase 2 — Scaled Natural Gas Buildout and Combined Cycle Expansion

Phase 2 represents the scale-up phase of Project Matador and is designed to transition the campus from initial energization into sustained, multi-gigawatt operations. This phase is expected to be driven by the execution of binding tenant lease agreements and the availability of project-level financing to support large-scale construction and commissioning.

Phase 2 is expected to include:

•Construction and commissioning of heat recovery steam generation (“HRSG”), steam turbine and generators, and related balance-of-plant infrastructure to convert initial simple cycle assets into combined cycle operation, increasing efficiency and net output while materially improving emissions efficiencies.

•Deployment of additional Siemens SGT-800 units, including units under order with expected deliveries in 2028, to increase firm on-site generation and redundancy.

•Expansion of campus substations, transmission and distribution infrastructure, incremental interconnections with the SPS grid, and private power and site infrastructure systems required to support incremental tenant load.

•Incremental deployment of battery energy storage systems and solar generation intended to support power quality, load shaping, and zero carbon, low-cost energy displacement.

Based on our secured and contracted equipment portfolio and execution of our combined cycle conversion strategy, we expect Phase 2 to enable the campus to reach approximately 2.5 GW of gas-fired power capacity as soon as the end of 2028, subject to completion of installation, commissioning, fuel supply infrastructure, financing, and required regulatory approvals. This target reflects both equipment currently under executed agreements and additional capacity expected from combined cycle conversions of simple cycle turbines already under contract.

Phase 3 — Construction of the First Nuclear Reactor and Continued Buildout of Gas Generation Capabilities

Phase 3 contemplates the development and construction of nuclear baseload generation capacity at Project Matador, beginning with the initial 1 GW Westinghouse Reactor. We believe our strategy to secure long lead-time items positions us favorably in the nation's expected nuclear power renaissance. We plan to pursue dual-track development of additional tenant-contracted powered shell capacity, served by a combination of new on-site, owned combined cycle natural gas-fired generation and the construction of the initial reactor. Construction of the first 1 GW Westinghouse Reactor is expected to begin promptly following receipt of U.S. Nuclear Regulatory Commission (“NRC”) approval for our initial combined license (“COL”) application and the placement of orders for major long lead-time equipment. Fermi estimates a five-year construction cycle once those milestones have been achieved and is actively working on sourcing and procuring long lead-time components to maintain schedule certainty and to create a competitive advantage over other hyperscale infrastructure developers considering nuclear power. To promote uninterrupted power delivery, we plan to retain the flexibility to supplement or temporarily replace planned nuclear output with gas-fired peaking generation, which can serve as an initial or backup power source during planned, refueling, and forced outage conditions. We believe the Project Matador Site is one of the most extensively studied, secure, and characterized nuclear sites in the United States for near-term Westinghouse Reactor deployment, and is well-positioned for accelerated nuclear development of multiple units given the site's characteristics and the recently filed COL application.

We have continued to advance regulatory and development activities in support of this phase. On June 17, 2025, we filed a combined license application with the NRC for four Westinghouse AP1000 reactors, and the NRC accepted the application for review on September 5, 2025. We have entered into a front-end engineering design (“FEED”) agreement with Hyundai Engineering & Construction Co., Ltd. to advance site layout, constructability planning, cooling-system strategy, civil design, cost estimates, and scheduling for the planned deployment of AP1000 units at Project Matador. We have also executed a forging material readiness agreement with Doosan Enerbility Co., Ltd. intended to support long-lead nuclear forgings and production readiness for reactor components, subject to contractual milestones. We intend to continue

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progressing through the NRC review process and related licensing, safety, and environmental workstreams. We believe these efforts position Project Matador to pursue early-mover advantages in large-scale nuclear development in response to growing energy demand and evolving federal policy priorities supporting expansion of U.S. nuclear infrastructure and advanced nuclear technologies, including small modular reactors.

Phase 3 is expected to include:

•Continued advancement of the NRC combined license review process and satisfaction of associated regulatory and environmental requirements, including safety, environmental, and site-specific licensing workstreams.

•Finalization of engineering, procurement, and construction execution planning for the initial 1 GW Westinghouse Reactor, including long-lead component procurement, forging readiness, and site preparation activities.

•Commencement of construction of the first nuclear reactor unit, subject to receipt of required NRC approvals, placement of orders for major long lead-time equipment, and securing of nuclear-specific project financing.

•Integration planning to ensure operational and physical separation between nuclear safety systems and campus operations, including establishment of the reactor SPE structure and associated sub-lease arrangements.

Each nuclear reactor is expected to require approximately 60 months of construction following receipt of required approvals. Phase 3 is intended to introduce long-duration, lower-carbon baseload capacity to complement the campus’s flexible natural gas generation fleet.

In the event that the anticipated expansion of domestic nuclear energy demand does not materialize at the pace or scale currently projected, the Project Matador campus has been designed to accommodate, as an alternative, approximately 5.0 GW of additional natural gas-fired generation capacity, subject to the closing of additional land acquisitions and receipt of incremental permits, which would bring total planned site capacity to approximately 11 GW of natural gas-fired generation. See “—Strategic Land Expansion” and “—Air Permitting and Regulatory Milestones” below for additional detail.

Phase 4 — Expansion of Infrastructure and Construction of Additional Nuclear Reactors

Phase 4 represents the long-term expansion of Project Matador into a fully scaled, multi-tenant powered campus with diversified generation resources and long-duration infrastructure. This phase is designed to include expansion of tenant infrastructure, grid-scale interconnection capacity, and supplemental powered shell square footage accompanied by the buildout of additional energy redundancy systems to support long-term operational resilience. We expect this infrastructure growth to coincide with the staged construction of Westinghouse Reactors—Units 2 through 4—following completion of the first unit. Each incremental nuclear unit will require, for power quality and reliability purposes, installation of a roughly equivalent megawatt-based amount of additional BESS resources. We also expect to supplement our Westinghouse Reactors with SMRs as they become commercially available.

Upon full buildout, the energy campus is currently designed to include approximately 6.0 GW of nuclear capacity across two nuclear islands and up to approximately 6 GW of natural gas-fired generation—the full amount authorized under our TCEQ air quality permit approved in February 2026—for a total of approximately 11 GW of generation capacity. On March 27, 2026, we filed an application with the TCEQ for an incremental 5 GW permit, which, if approved, would authorize the site for up to approximately 11 GW of total gas-fired generation capacity—providing the flexibility to achieve the full buildout entirely through natural gas-fired generation independent of the nuclear development timeline. With the acquisition of additional acreage currently under contract and subject to receipt of the additional TCEQ permit, the campus would have the potential to support up to 17 GW of total generation capacity.

In addition to the power produced by the nuclear and natural gas assets, we expect to contract for solar energy infrastructure used to offset or displace natural gas-fired generation when and as the solar power input is available, together with BESS assets utilized to provide intra-second and intra-day power quality, firming, shaping and related reliability-focused services. The campus design is expected to feature integrated water treatment systems, infrastructure purpose-built for AI training, extensive cybersecurity systems, and non-energy amenities, forming a secure, high-performance platform purpose-built to support mission-critical, AI-driven digital workloads across the United States.

Phase 4 is expected to include:

•Construction and commissioning of Westinghouse Reactors—Units 2 through 4—for up to approximately 4.0 GW of additional large light-water reactor capacity, and, if commercially available, supplemental small modular reactor capacity over time, for total nuclear capacity of up to approximately 6.0 GW across two nuclear islands, subject to regulatory approvals, financing, and execution.

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•Continued expansion of natural gas-fired combined cycle generation to support incremental tenant load and maintain operational redundancy, with total gas-fired capacity of up to approximately 11 GW upon full buildout.

•Full buildout of powered shell capacity and supporting infrastructure, including expanded campus distribution, substations, water treatment and cooling systems, cybersecurity infrastructure, and fiber connectivity.

•Deployment of solar energy infrastructure to physically and environmentally offset or displace natural gas-fired generation, together with BESS assets utilized for intra-second and intra-day power quality, firming, shaping, and related reliability-focused services as the campus scales.

Phase 4 is intended to establish Project Matador as a long-duration, multi-technology energy and digital infrastructure platform capable of supporting hyperscale tenants with scalable and resilient power supply over multiple decades, together with expanded grid-scale interconnection, campus utilities, and other site-level infrastructure and amenities as the campus matures.

Near Term Power Ramp Strategy and Secured Capacity

A core element of our development strategy is to deliver a staged and executable power ramp that prioritizes (i) the highest quality, utility-grade generation fleet platformed off of efficient, highly reliable dominantly industrial frame class gas turbines designed for long-term configuration in combined cycle mode, (ii) speed to initial energization, (iii) control of critical generation equipment, and (iv) scalability through modular expansion. Our approach is designed to provide initial power availability in the second half of 2026, expand to approximately 1.5 GW of simple cycle capacity under our direct control—with staged energization and commercial operation expected to begin in the first half of 2027—and then convert early-stage simple cycle assets into combined cycle configurations to increase efficiency and net output as the campus scales. Our reserves will, over time, be provided through a robust, utility-oriented reserve margin being maintained for both operating reserves and planning reserves, with high quality utility-grade aeroderivative units in simple cycle mode being a material component of our reserve fleet over time.

The pace of our power generation deployment is driven by the convergence of several interdependent workstreams, including the time required for prospective tenants to complete their MEP buildout and achieve deployment readiness, the development and delivery of powered shell facilities, and the installation, commissioning, and energization of our on-site generation assets. We intend to sequence these workstreams in parallel to the extent practicable, with the objective of aligning generation availability with tenant readiness to accept power. As a result, the timing of our generation ramp is not solely a function of equipment delivery and construction, but is also dependent on the pace at which our tenants are prepared to commence operations at the campus.

Secured Initial Power (200 MW) — 2026 Energization

We have secured up to 200 MW of grid-supplied capacity pursuant to our ESA with SPS. We plan on developing multiple interconnection points at different high voltage levels with SPS to support redundancy, voltage regulation support, and other system attributes required to deliver highly reliable power to tenants, and we have begun constructing certain interconnection facilities, including a connection to the 230-kV and 115-kV systems serving the site.

The first 86 MW of this capacity is expected to be energized in the second half of 2026. We are working to accelerate energization of the remaining 114 MW by year-end 2026. The timing for this incremental 114 MW may extend into 2027, depending on regulatory approvals, SPS interconnection work schedules, regulatory approvals, and alignment with tenant deployment timelines and power delivery requirements. Once fully energized, the 200 MW power block is expected to support early-phase campus operations and initial tenant commissioning activities.

Secured Equipment to Support Expansion to 1.5 GW of Simple Cycle Capacity

In addition to our initial 200 MW of grid-supplied capacity, we have secured additional generation equipment that we expect will expand total Fermi-controlled simple cycle capacity to approximately 1.5 GW.

•Mobile generation (GE TM2500) — 132 MW. We have entered into a long-term lease arrangement for seven GE TM2500 mobile aeroderivative generation units rated at approximately 132 MW in aggregate. These units are intended to support early energization, commissioning, and operational redundancy while permanent combined cycle facilities are constructed. Compared to frame-class turbines, mobile aeroderivative units typically have lower efficiency and higher heat rates, but they are rapidly deployable and can provide fast-start backup power during early campus operations. We may evaluate options to rent, purchase, or deploy additional mobile generation capacity depending on tenant requirements and construction sequencing.

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•GE 6B turbines — incremental 114 MW. We have acquired three GE 6B frame-class gas turbines, which are currently undergoing refurbishment in Houston, Texas to restore the turbines to original equipment manufacturer (“OEM”) factory standards, effectively resetting their operational life-cycle counter close to zero. Upon completion of refurbishment, delivery, and installation, these units are expected to provide an incremental 114 MW of simple cycle capacity. We expect to initially operate these turbines in simple cycle mode to support early energization and then convert them to combined cycle operation through the addition of HRSG and related balance-of-plant infrastructure as the campus scales. Along with the three gas turbines, we have also acquired a back-end steam turbine and generator, which will complete the combined cycle configuration.

•Siemens SGT-800 turbines — incremental 300 MW. In February 2026, our first six Siemens Energy SGT-800 turbines arrived at the Port of Houston. Upon installation and commissioning, these units are expected to provide an incremental 300 MW of simple cycle capacity. These turbines are new, in-crate assets and are expected to be installed as part of our staged combined cycle buildout, supporting firm, dispatchable generation and operational redundancy. At approximately 50 MW per turbine at our site elevation, these are units of scale that contribute to a highly reliable power generation portfolio. We intend to operate the Siemens system in a 6x1 combined cycle configuration pursuant to the back-end construction of the HRSG and steam turbine/generator, which have also been acquired and are being prepared for delivery to the site.

•Siemens SGT6-5000F turbines — incremental 720 MW. We have entered into an equipment supply agreement with Siemens Energy for three SGT6-5000F heavy-duty gas turbines. Each turbine is expected to provide approximately 240 MW of simple cycle capacity at our site elevation, representing an additional 720 MW of contracted nameplate capacity when fully deployed, subject to delivery schedules, installation, and commissioning. The turbine cores are expected to begin shipping in the second quarter of 2026, with additional equipment expected to follow in the second half of 2026.

When combined with the initial 200 MW of grid-supplied power through SPS, these secured generation assets represent approximately 1.5 GW of cumulative simple cycle capacity under our control, subject to completion of delivery, refurbishment, installation, commissioning, and permitting. We expect to begin staged energization and commercial operation of this capacity beginning in the first half of 2027 as part of our planned power ramp to support tenant delivery requirements.

Planned Conversion from Simple Cycle to Combined Cycle

Our near-term power ramp is structured to prioritize speed of deployment by initially operating certain generation equipment in simple cycle mode. As the campus scales and balance-of-plant infrastructure is completed, we plan to convert these assets to combined cycle operation through the addition of HRSG and related equipment. We expect combined cycle conversion to increase overall efficiency and materially increase net output relative to simple cycle operation.

This conversion strategy is intended to provide near-term speed to power while positioning the campus for long-term, high-efficiency combined cycle operations that are expected to reduce delivered cost of energy and emissions per kW over time.

Solar and Battery Energy Storage Strategy

We intend to incorporate solar generation and battery energy storage systems ("BESS") at Project Matador to provide multiple reliability, cost reduction, and environmental benefits, including reduced fuel consumption, enhanced system reliability and redundancy, and the provision of additional system-wide capacity to meet tenant sustainability and reliability requirements. Because solar generation is intermittent and not dispatchable, we do not expect solar to serve as a primary source of power for mission-critical data center operations. Instead, we expect solar resources to be used as an as-available, supplemental source of energy to displace a portion of our on-site natural gas-fired generation when available. For reliability purposes, we do not intend to take any base-loaded gas-fired assets completely offline, but rather to reduce generation at our gas-fired plants to levels between minimum stable generation and full load as solar displacement energy becomes available. Because solar generation will not be mission-critical to the Project Matador campus from a customer reliability perspective, but instead will provide displacement energy when available, we currently expect to procure solar supply primarily through long-term power purchase agreements with third-party developers and owner-operators, rather than constructing solar generation assets directly, subject to commercial terms and project availability.

We expect BESS to play an important role in campus power quality and reliability. The battery systems that we have specified and configured are designed to respond in nanoseconds to manage volatile AI training and agentic load swings and power supply transients associated with AI workloads, and can also, as a secondary feature, provide ride-through capability and immediate backup power in the event of generation plant or grid interruptions. As the campus scales, we expect to deploy BESS and associated controls to support intra-second load volatility management, load shaping, reserve capacity, and other reliability attributes across our private power distribution network.

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Expected Multi-Gigawatt Natural Gas Ramp by End of 2027

Based on our secured and contracted equipment portfolio and our planned conversion of initial generation blocks to combined cycle configurations, we expect that our gas-fired generation portfolio could be capable of producing nearly 2.0 GW of power by the end of 2027 (inclusive of the previously identified 1.5 GW in simple cycle mode and roughly 500 MW of added combined cycle back-end generation capability), subject to securing project financing, completion of construction, commissioning, fuel supply infrastructure, and other customary conditions.

Recent Developments

We have continued to advance Project Matador through a series of commercial, permitting, procurement, and financing milestones intended to support initial energization and phased campus activation. The following summarizes selected recent developments, which are qualified in their entirety by the more detailed discussion elsewhere in this Item 1.

Tenant Contracting and Commercial Activity

We have continued to advance tenant contracting efforts for Project Matador, including negotiations with our prospective First Tenant (as defined below) and expanded commercial engagement with additional hyperscale and AI-focused counterparties following expiration of exclusivity provisions in our First Tenant LOI (as defined below).

First Tenant Letter of Intent and Advance in Aid of Construction Agreement

In September 2025, we entered into a non-binding letter of intent (the “First Tenant LOI”) with an investment grade-rated prospective tenant (the “First Tenant”) pursuant to which the First Tenant expressed interest in leasing a portion of the Project Matador Site, subject to negotiation and execution of a definitive lease agreement.

In November 2025, we entered into an Advance in Aid of Construction Agreement, dated as of November 3, 2025 (the “AIAC”), pursuant to which the First Tenant agreed, subject to satisfaction of certain conditions, to advance up to $150.0 million to fund certain construction costs associated with early-stage development activity. No funds were drawn under the AIAC.

The First Tenant LOI contemplated a phased deployment structure and included an exclusivity period that expired at midnight on December 9, 2025. Following the expiration of the exclusivity period, on December 11, 2025, the First Tenant notified us that it was terminating the AIAC. Despite the termination of the AIAC, we have continued to engage with the First Tenant regarding the negotiation of a definitive lease agreement pursuant to the First Tenant LOI. We believe the First Tenant LOI continues to provide a commercial framework for negotiations, although it remains non-binding and there can be no assurance that a definitive lease will be executed.

Expansion of Tenant Discussions Following Expiration of Exclusivity

Following expiration of the First Tenant LOI exclusivity period, we expanded our commercial outreach and initiated discussions with several additional potential tenants regarding power delivery and powered shell deployment at Project Matador. These discussions include a mix of large-scale hyperscale cloud service providers, AI-focused compute and infrastructure operators, chip manufacturers, and other technology and enterprise counterparties seeking near-term private power availability, including counterparties evaluating multi-gigawatt commitments and, in some cases, priority rights for future campus capacity.

As of the date of this Annual Report, we are in active discussions with multiple prospective tenants across various stages of negotiation, including counterparties that have exchanged draft lease documentation, counterparties evaluating term sheet structures, and counterparties pursuing confirmatory site diligence and technical feasibility assessments. We are evaluating alternative commercial structures across these discussions, including powered shell lease structures, turnkey delivery arrangements, and modified gross or triple-net lease structures, with varying approaches to credit support, deposits, and third-party guarantees depending on the counterparty and delivery timeline.

Continued Commercial Focus

We believe demand for private power for AI and high-density compute infrastructure remains robust. We have broadened our commercial strategy to pursue additional tenant opportunities and to maintain flexibility in structuring lease terms, delivery sequencing, and financing arrangements. Our near-term commercial objective remains to convert one or more of these discussions into binding tenant agreements that can support project-level financing and enable the next stage of campus buildout at Project Matador.

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Update to Development Timeline and Power Ramp Expectations

As disclosed in our registration statement on Form S-11 (File No. 333-290089), as amended (the “Registration Statement”), our initial development plan contemplated achieving approximately 1.1 GW of power capacity online by the end of 2026 through a combination of grid-supplied power, mobile generation, battery storage systems, and owned natural gas-fired combined cycle assets. That plan assumed execution of a binding tenant lease agreement, the corresponding ability to secure project-level financing, issuance of a federal clean air permit, and the commencement of sustained vertical construction and commissioning activity on the original schedule.

Since the filing of our Registration Statement, our development sequencing has evolved primarily due to the fact that we have not yet entered into a definitive tenant lease agreement and our air permit was issued on February 25, 2026, which we expect to be a key prerequisite to obtaining project-level financing for the initial tenant powered shell campus. Because Project Matador is a multi-gigawatt infrastructure project, the timing of large-scale construction and commissioning activities is highly dependent on tenant contracting milestones, the time required for tenants to complete their mechanical, electrical, and plumbing (“MEP”) buildout and achieve deployment readiness, and the availability of non-recourse or limited-recourse financing.

As a result, while we have secured and contracted for substantial generation equipment and grid capacity intended to support our planned power ramp, we do not currently expect to have 1.1 GW of power online by the end of 2026, as previously contemplated in our Registration Statement. Instead, our near-term focus is to align the timing of construction and commissioning activity with tenant MEP readiness, execution of definitive tenant agreements, and related project financing.

Importantly, although our timeline has shifted, we continue to maintain control over and expand a secured portfolio of grid-derived and on-site owned and controlled generation capacity. Based on our secured equipment position and contracted procurement arrangements, we continue to expect to achieve our longer-term objective of reaching approximately 2.0 GW of gas-fired and grid-supplied power online by the end of 2027, subject to completion of installation, commissioning, securing project financing, and tenant readiness milestones.

We believe this revised sequencing reflects a disciplined approach to capital deployment that prioritizes contractual tenant commitments and financing readiness before accelerating large-scale construction activity.

Strategic Land Expansion

We have continued to expand our land position adjacent to the Project Matador campus through a series of strategic acquisitions intended to support future campus phases, utility corridor development, and water infrastructure requirements. As of the date of this Annual Report, we have acquired or are under contract for approximately 2,000 additional acres of land located to the west and south of our primary campus.

The primary campus, encompassing 5,236 acres under our 99-year ground lease with the Texas Tech University System, is designed to support up to approximately 11 GW of total generation capacity. Together with additional acreage acquired or under contract adjacent to the leased property, the expanded campus is expected to encompass approximately 7,570 acres and, subject to receipt of additional permits, is expected to have the potential to support up to approximately 17 GW of total generation capacity.

Our land assembly strategy is designed to secure contiguous acreage necessary to support this expanded buildout, including parcels acquired to support the routing of transmission line and pipeline infrastructure into the campus, parcels that provide access to groundwater rights, and water line easements intended to supplement our existing water supply arrangements. We believe this expanded land position strengthens our long-term development optionality and supports utility corridor routing and phased campus expansion across both gas-fired and nuclear generation zones.

Natural Gas Supply and Fuel Infrastructure

On October 9, 2025, we announced that we secured firm natural gas supply arrangements with Energy Transfer intended to support Phase 1 operations. This arrangement is intended to provide a long-term, committed gas supply for Project Matador’s on-site generation portfolio, including contractual provisions that contemplate scalable delivered volumes of up to approximately 300,000 MMBtu per day over time, subject to customary conditions, ramping contract quantities, required interconnection and pipeline infrastructure, and satisfaction of contractual milestones and credit support requirements. In addition to this arrangement, we continue to pursue additional gas supply and pipeline infrastructure intended to support the longer-term multi-gigawatt natural gas generation buildout at Project Matador.

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Water Supply and Local Partnerships

On October 29, 2025, we announced partnerships with the City of Amarillo and Carson County intended to support early campus services, establish local tax structures, and secure water resources to support early phases of Project Matador. The City of Amarillo approved a water-supply arrangement allowing the sale of up to 2.5 million gallons per day (“MGD”) to Project Matador, with a non-binding framework to scale up to 10 MGD as campus development progresses. We expect to fund required water infrastructure and to implement water stewardship standards and operational practices designed to manage water intensity as the campus scales.

Separately, during the first quarter of 2026, we entered into a 30-year groundwater lease with local landowners covering approximately 2,542 acres in Carson County, Texas, which we believe provides long-term water supply optionality independent of municipal infrastructure.

In December 2025, we announced a hybrid cooling technology agreement with MVM EGI intended to reduce water consumption through a hybrid dry-wet cooling approach, which we believe may reduce water intensity relative to conventional wet cooling configurations, subject to design, engineering, and operating conditions.

In October 2025, Carson County approved a reinvestment zone and related incentives, including a 10-year property tax abatement framework on a per-phase basis, subject to the terms and conditions of the applicable agreements. We have also pursued additional local initiatives intended to enhance project economics and logistics, including local school district approvals.

In March 2026, the City of Amarillo, as grantee of Foreign-Trade Zone 252, filed an application with the U.S. Foreign-Trade Zones Board seeking subzone designation for our Project Matador campus (Docket No. S–133–2026). If approved, subzone status would permit certain imported equipment and materials—including power generation turbines and related infrastructure—to receive favorable customs treatment, and duty deferral on key capital equipment. The application is subject to review and approval under the Foreign-Trade Zones Act, as amended (19 U.S.C. 81a–81u), and the regulations of the FTZ Board (15 CFR Part 400). There can be no assurance that the application will be approved or that the anticipated benefits will be realized.

Mobile Generation for Early Power Delivery (TM2500)

On October 30, 2025, we announced that we secured an agreement with Mobile Power Solutions for mobile aeroderivative generation, consisting of GE TM2500 units, including seven units under lease rated at approximately 132 MW in aggregate (up to 157.5 MW of nameplate capacity depending on configuration). We expect these units to support early energization, commissioning flexibility, operational redundancy, and power delivery while permanent combined cycle infrastructure is constructed and commissioned. These mobile units are intended to be rapidly deployable and to provide fast-start capability during early campus operations.

Nuclear Development and Strategic Partner Progress

On October 27, 2025, we announced agreements intended to support long-lead procurement planning and development readiness for Westinghouse AP1000 nuclear power units at Project Matador. These agreements include FEED support and long-lead material readiness planning, including arrangements intended to secure nuclear forgings and other long-lead components, subject to milestone-based payments, applicable approvals, and other conditions.

On February 11, 2026, we announced continued progress in our strategic partnership with Hyundai Engineering & Construction Co., Ltd., including ongoing FEED work supporting four AP1000 units planned for the Project Matador Site. This work includes development of site layout and constructability planning, cooling-system strategy, civil design, and refinement of cost and schedule estimates, intended to support a staged nuclear buildout subject to licensing and financing.

On March 20, 2026, the NRC published a Notice of Intent in the Federal Register to conduct a scoping process and prepare an environmental impact statement ("EIS") in connection with our COL application for four Westinghouse AP1000 reactors at Project Matador, initiating a 30-day public scoping period. Fermi America was selected as the first private company to participate in the NRC's transformative pilot program for applicant-prepared environmental impact statements under the National Environmental Policy Act ("NEPA"). This pilot—enabled by recent amendments to NEPA—is expected to reduce in-house NRC review time and deliver resource savings, while maintaining full regulatory compliance. We believe our participation in this program reflects the progress we are making on Project Matador and positions us as a leader in next-generation nuclear licensing.

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Air Permitting and Regulatory Milestones

On November 4, 2025, we announced that the TCEQ granted preliminary approval for air permitting associated with the first approximately 6 GW of a multi-gigawatt natural gas-fired generation facility planned for Project Matador. This milestone supported continued engineering and procurement sequencing for our initial natural gas generation buildout.

On February 25, 2026, we received final approval from TCEQ for our approximately 6 GW air permit, which we believe represents one of the largest natural gas-fired air permits issued in the Western Hemisphere. We believe this approval materially advances Project Matador’s development readiness and strengthens our ability to convert tenant discussions into binding lease agreements and to pursue project-level financing for the initial tenant campus.

On March 27, 2026, we filed an additional application with the TCEQ for an incremental 5 GW air permit. If approved, this permit would authorize the site for up to approximately 11 GW of total natural gas-fired generation capacity, providing the flexibility to achieve the full 11 GW campus buildout entirely through gas-fired generation independent of the nuclear development timeline.

Grid-Supplied Power Agreement

On December 5, 2025, we announced that we executed a definitive ESA with SPS, to provide up to 200 MW of electrical capacity to Project Matador. Under the agreement and applicable tariffs, the first 86 MW of electrical capacity is expected to be energized in the second half of 2026, with an additional 114 MW targeted, but as of yet not fully committed, for accelerated energization by year-end 2026. The timing for this incremental 114 MW may extend into 2027, depending on regulatory approvals, SPS interconnection work schedules and alignment with tenant deployment timelines and power delivery requirements. The electricity is expected to be delivered through SPS’s 230-kV and/or 115-kV transmission system.

Generation Equipment Procurement and Delivery Milestones

On February 9, 2026, we announced the arrival at the Port of Houston of the first six Siemens Energy SGT-800 natural gas turbines and accompanying generators intended for Project Matador. Upon installation and commissioning, these turbines are expected to support deployment of the initial gigawatt of on-site power at the campus as part of our phased buildout strategy.

Financing and Long-Lead Turbine Procurement

In October 2025, we entered into an equipment supply agreement with Siemens Energy for an additional six SGT-800 industrial gas turbines, with delivery expected in 2028. These units are expected to support future phases of Project Matador and, upon installation and commissioning, are expected to provide approximately 300 MW of incremental simple cycle capacity. In March 2026, we entered into a $165.0 million equipment financing facility with CSG Investments, an affiliate of Beal Bank USA, structured as a senior secured limited-recourse facility, to fund the acquisition of these turbines. See Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for additional information.

In February 2026, we entered into a $500.0 million financing arrangement with MUFG Bank, Ltd., structured as a non-recourse turbine warehouse facility. This facility is intended to support long-lead turbine procurement and execution certainty for near-term phases of Project Matador, including the acquisition of three Siemens Energy SGT6-5000F (F-class) gas turbines. See Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for additional information.

We utilize project-level SPEs to own and finance discrete power generation, energy infrastructure, and other campus assets and to raise non-recourse or limited-recourse debt secured by those assets and associated tenant payment streams. As of December 31, 2025, we had certain wholly owned subsidiaries, which we use to hold certain equipment and lease interests and to facilitate our financing and development activities.

High Voltage Equipment Warehouse Financing

In February 2026, we entered into a $120.0 million high-voltage equipment warehouse financing facility with Keystone National Group, LLC, which may be increased by up to an additional $100.0 million subject to the terms and conditions of the financing agreement. The facility is intended to support the procurement of long-lead electrical infrastructure required for Project Matador, including substations, transformers, breakers, and related high-voltage switchgear and balance-of-plant equipment. This facility is intended to enhance execution certainty by enabling advance procurement and staged delivery of critical non-spinning equipment necessary to support campus energization and phased power delivery. See Part

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II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for additional information.

Yorkville Promissory Note

In March 2026, we entered into a senior unsecured promissory note (the “Yorkville Note”) with YA II PN, Ltd. (“YA II PN”), an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”), with a committed principal amount of $156.3 million. Proceeds are intended to be used for general corporate purposes. See Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for additional information.

Our Competitive Strengths

We believe our ability to execute Project Matador and scale our powered campus model is supported by the following competitive strengths:

•Large-Scale Site Control and Campus Configuration

Project Matador is located on approximately 5,236 acres in Carson County, Texas and is secured pursuant to a 99-year ground lease with the Texas Tech University System. Together with additional acreage acquired or under contract adjacent to the leased property, the expanded site is expected to encompass approximately 7,570 acres. We believe the scale and long-duration site control provide a competitive advantage relative to land-constrained AI infrastructure markets that require fragmented parcel acquisition or rely on third-party easements. The campus is designed to support a multi-phased development plan capable of accommodating hyperscale powered shell deployment and multi-gigawatt private power generation over a multi-decade horizon, with long-term planning parameters of up to approximately 11 GW of generation capacity and up to approximately 15 million square feet of AI-ready compute infrastructure as the project is built out. Generation capacity could potentially be expanded up to approximately 17 GW, subject to the closing of additional land acquisitions and receipt of incremental TCEQ air permits. The site is currently permitted for up to approximately 6 GW of natural gas-fired generation capacity following TCEQ approval of our air quality permit in February 2026, and on March 27, 2026, we filed an additional application with the TCEQ for an incremental 5 GW air permit.

The site is located in proximity to significant natural gas infrastructure, including major pipeline systems operated by Transwestern and ONEOK, and we intend to develop a dedicated Waha pipeline interconnect to support long-term, scalable fuel delivery. We believe this infrastructure positioning enhances execution certainty for large-scale natural gas-fired generation and supports redundancy in fuel supply pathways.

Project Matador also benefits from diversified water resources, including municipal supply arrangements and groundwater rights associated with the Ogallala Aquifer, which we believe support scalable cooling and power generation requirements.

The campus is positioned near multiple fiber corridors and carriers, including FiberLight, AT&T fiber, and Optimum fiber, which we believe supports redundant connectivity, scalable bandwidth, and low-latency connectivity required for hyperscale and AI workloads.

In addition, the site includes rail access intended to support delivery of heavy industrial equipment and long-lead components, including generation and substation infrastructure.

The site is situated on the caprock plateau of the Texas Panhandle, which provides a geotechnically stable and highly consolidated foundation for large-scale infrastructure development.

The site is located near the Pantex Plant, the primary U.S. nuclear weapons assembly and maintenance facility, which provides access to a locally concentrated workforce of approximately 4,600 with experience in nuclear safety and security culture, deep research and development capabilities, and enhanced site security. Combined with a seasoned Permian Basin energy labor pool and three nearby college campuses, the Project Matador Site offers access to skilled talent suitable for high-security and mission-critical compute deployments. Many of our targeted tenants contract with the federal government and may benefit from the critical national security infrastructure already in place adjacent to the project site.

Collectively, we believe Project Matador’s combination of long-term site control, large contiguous acreage, diversified natural gas infrastructure, scalable water resources, redundant fiber connectivity, and logistics access provides a differentiated platform for large-scale AI-focused powered shell development.

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•Integrated Powered Campus Model and Speed-to-Power Positioning

We are developing a vertically integrated powered campus platform designed to co-locate data center shells with dedicated on-site and grid-supplied energy generation. We believe this integrated approach provides a competitive advantage as hyperscale tenants increasingly prioritize speed-to-power, redundancy, and scalability. Our strategy is intended to reduce dependence on lengthy interconnection queue timelines and mitigate risks associated with increasing regulatory and public policy headwinds by combining a modest but increasing baseline of grid-supplied interruptible power with a staged on-site generation buildout, and by delivering private power directly adjacent to tenant compute facilities. To support this strategy, we have secured and contracted for long-lead generation assets totaling more than 2.5 GW of combined cycle capacity.

•Secured Generation Equipment Portfolio and Multi-Stage Power Ramp Capability

We have secured and contracted for industrial frame class gas turbines sourced from high quality Siemens Energy and GE Vernova assets, HRSGs and steam turbines for back-end combined cycle equipment, and key transformer, breaker, and power control equipment, intended to support a staged ramp of highly reliable, firm power availability, including grid-supplied capacity, mobile generation, owned gas turbine assets that can initially operate in simple cycle mode and later be upgraded to combined cycle, and planned deployments of BESS and solar resources. We believe our ability to deploy capacity in a staged and tightly managed sequence, and to convert installed simple cycle gas turbine assets into higher-efficiency combined cycle configurations, improves execution flexibility and enhances the ability to align commissioning schedules with tenant demand.

•Progress on Permitting and Development Readiness

We have made substantial progress advancing permitting and site development activities necessary to support early energization and construction sequencing, including receipt and approval of our approximately 6 GW TCEQ air permit. We believe our ability to advance large-scale permitting processes supports development certainty and reduces execution risk relative to projects that have not advanced regulatory approvals. Accordingly, on March 27, 2026, we filed an additional application with the TCEQ for an incremental 5 GW air permit.

•Multi-Source Infrastructure Platform Supporting Hyperscale Requirements

Project Matador is being designed as a private power infrastructure platform that integrates power generation, substations, distribution, water systems, fiber pathways, and site security. We believe hyperscale customers increasingly require integrated solutions that provide redundancy, scalability, and power quality characteristics suitable for high-density AI compute loads. Our platform is designed to support phased expansion without requiring each incremental building to replicate standalone power infrastructure, and we expect BESS and associated controls to support power quality and reliability across the campus.

•Positioned for Accelerated Nuclear Development

We view nuclear generation as a long-term component of our strategy to deliver scalable, reliable, lower-carbon baseload energy at Project Matador. We believe that advancing regulatory and development planning early – including progress on our NRC combined license application for four AP1000 reactors, our FEED agreement with Hyundai Engineering & Construction, our forging readiness agreement with Doosan Enerbility, and related early engineering and long-lead procurement planning – may provide long-term differentiation as demand for firm power continues to increase and as energy policy evolves to support expansion of domestic nuclear infrastructure.

•REIT Structure and Real Estate-Oriented Monetization Strategy

We intend to elect to qualify as a REIT beginning with our short taxable year ended December 31, 2025. We believe the REIT structure is well suited to the ownership and leasing of powered shell assets and other long-duration infrastructure-oriented real estate and may provide access to a broader investor base seeking stable, long-term real estate cash flows. We believe our ability to structure power access and related site and infrastructure services as an incident of tenancy, together with our long-duration ground leases and powered shell leases, provides a differentiated approach to monetizing real estate and supporting infrastructure.

•Hyperscaler Alignment and Power-Centric Rent Structure

We intend to structure tenant relationships primarily through long-duration triple-net ground leases and powered shell leases under which tenants contract for dedicated, private power infrastructure and pay rent and service charges aligned with contracted power capacity and reliability attributes. We believe a power-centric rent

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structure, combined with escalation mechanisms and options to expand power allocations over time, can better reflect the economics of high-density AI compute than traditional square-footage metrics. For certain tenant types, we may seek meaningful prepayments, advances in aid of construction, or other credit support to align incentives and support financing.

•Disciplined Capital Strategy and Project Finance Flexibility

We intend to finance the campus through a combination of equity capital, tenant-funded amounts, and project-level non-recourse or limited-recourse debt raised through SPEs, together with potential monetization of eligible tax credits and other incentives and strategic equity partnerships. We believe this approach can support phased development while maintaining balance sheet flexibility and aligning capital deployment with tenant commitments.

Our Challenges

We are an early-stage development company and face challenges in executing a multi-gigawatt powered campus strategy. Our ability to achieve our development objectives depends on securing tenant commitments, obtaining permits and approvals, financing long-lead infrastructure, and executing large-scale construction activities across multiple phases.

Key challenges include, but are not limited to, the following:

•Tenant Contracting and Financing Execution

Our ability to advance Project Matador beyond early-stage infrastructure development depends on entering into definitive tenant lease agreements that support project-level financing, which may include tenant prepayments, contributions in aid of construction, or other forms of tenant-funded capital. Large-scale powered shell and generation development requires substantial capital investment, and delays in tenant contracting, changes in tenant requirements, customer concentration, or tenant credit considerations could materially impact project sequencing, timing, and economics. For tenants that are not investment-grade, we may require larger prepayments, guarantees, or other credit support, and the inability to obtain acceptable credit protections could limit our ability to pursue certain tenant opportunities or financing structures.

•Construction and Development Execution Risk

Project Matador requires coordinated execution across civil works, substations, power generation installation and commissioning, cooling infrastructure, and campus electric transformation, transmission and distribution systems. We face risks related to contractor performance, labor availability, supply chain disruptions, fire and weather events, inflation in materials and equipment costs, and the complexity of sequencing multiple interdependent workstreams.

•Permitting and Regulatory Complexity

The development of natural gas-fired generation assets requires environmental and air permitting approvals, and our longer-term nuclear development strategy is subject to extensive NRC licensing and regulatory review. Regulatory timelines are uncertain, and changes in permitting standards, stakeholder intervention, or litigation could delay development or increase costs.

•Long-Lead Equipment and Key Supplier Concentration

The project requires procurement of long-lead equipment, including turbines, transformers, breakers, substations, and related high-voltage infrastructure. Industry-wide constraints on manufacturing capacity and delivery lead times may delay energization schedules or increase project costs.

Our development strategy relies on third-party counterparties for critical equipment, engineering, construction, commissioning, and ongoing operations. In particular, we depend on a limited number of turbine and high-voltage equipment manufacturers, utilities, fuel suppliers, and specialized contractors to execute Project Matador. Disruptions in supplier performance, manufacturing capacity constraints, contractor availability, or delays in delivery schedules could materially impact project timing and costs.

•Fuel Supply and Interconnection Dependencies

Although we believe Project Matador benefits from strong natural gas infrastructure access, our ability to operate large-scale on-site generation depends on successful completion of interconnections, pipeline infrastructure, and

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long-term fuel supply arrangements. In addition, our grid-supplied capacity depends on utility execution and transmission availability.

•Market and Competitive Dynamics

The compute infrastructure market is rapidly evolving, and hyperscale tenants may pursue alternative sites, self-development strategies, or competing private power solutions. A slowdown in AI-related capital spending or changes in technology deployment patterns could reduce demand or delay tenant decision-making.

•Nuclear Development Uncertainty

While we view nuclear generation as a long-term strategic opportunity, nuclear projects require extended regulatory review, specialized engineering and construction execution, and significant capital investment. There can be no assurance that we will obtain required approvals, secure financing, or achieve commercial operation on expected timelines.

Competition

The markets in which we operate are highly competitive and are characterized by rapid growth in demand for power and compute infrastructure, significant capital requirements, long development timelines, and extensive permitting and regulatory processes. We compete with a broad range of market participants for tenant commitments, development sites, grid capacity, power generation equipment, construction resources, and financing capital.

Our competitors include data center developers, cloud service providers, colocation operators, energy infrastructure developers, vertically integrated power developers, utilities, independent power producers, and large technology companies that may develop and operate their own powered campuses or procure dedicated power supply directly. Many of these competitors are significantly larger than we are and may have greater financial, technical, and operational resources, longer operating histories, established customer relationships, and existing portfolios of stabilized assets.

Competition is primarily based on the ability to deliver large-scale power capacity on accelerated timelines, secure permits and regulatory approvals, obtain long-lead equipment, access utility infrastructure, provide reliable and redundant power solutions, and offer commercially attractive lease and power pricing structures.

Data Center Developers and Powered Campus Platforms

We compete with developers of hyperscale data center campuses, powered shell providers, and colocation operators seeking to meet increasing AI-driven demand for large-scale compute infrastructure. Certain competitors have established operating portfolios, long-standing customer relationships, and access to lower-cost capital, which may provide advantages in securing tenant commitments.

Utility-Dependent Power and Grid Interconnection Competitors

Many competing projects rely either exclusively or primarily on utility-delivered grid power. In most North American power markets, competition for grid-supplied capacity is increasing due to transmission constraints, interconnection queue delays, and limited near-term availability of incremental megawatts. These factors may limit the ability of certain competitors to deliver power within tenant-required timeframes.

Private Power and On-Site Generation Developers

We also compete with developers pursuing private power or on-site generation strategies, including natural gas-fired generation, mobile generation, and hybrid power solutions. These competitors may attempt to accelerate time-to-power by reducing reliance on traditional grid infrastructure, but such strategies can involve substantial permitting requirements, long-lead equipment constraints, and fuel supply and interconnection dependencies.

Alternative Energy and Advanced Power Solutions

We compete indirectly with alternative solutions for meeting hyperscale power demand, including renewable energy projects, battery storage systems, fuel cell based systems, long-duration storage technologies, and nuclear generation developers. While certain of these technologies may provide lower-carbon power solutions, they may face intermittency limitations, cost constraints, supply chain challenges, or regulatory barriers that impact near-term scalability.

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Government Regulation

Our development of Project Matador subjects us to extensive federal, state, regional, local, and independent system operator-wide regulation. Because the campus integrates data center infrastructure, on-site natural gas-fired generation, grid interconnection, and contemplated nuclear development, we are regulated across multiple environmental, utility, energy, safety, and nuclear frameworks, as well as laws and standards relating to construction, worker health and safety, land disturbance, and critical infrastructure security. Regulatory approvals and compliance requirements may materially affect project timing, cost, and operations. In addition, our intended REIT status subjects us to specific federal income tax rules and distribution requirements, and we must structure our operations and subsidiaries accordingly to maintain REIT qualification.

Environmental and Air Permitting

Our natural gas-fired generation assets are subject to regulation under the Clean Air Act and applicable TCEQ requirements. Construction and operation of large-scale gas-fired facilities require air permits addressing emissions and related environmental impacts.

On February 25, 2026, TCEQ approved our air permit associated with up to approximately 6 GW of natural gas-fired generation at Project Matador. On March 27, 2026, we filed an additional application with the TCEQ for an incremental 5 GW air permit, which, if approved, would authorize the site for up to approximately 11 GW of total natural gas-fired generation capacity. Ongoing operations remain subject to monitoring, reporting, and compliance obligations. Expansion or modification of permitted facilities would require additional approvals.

Our operations are also subject to federal and state water regulations, including groundwater district oversight and potential discharge permitting requirements.

Environmental assessments and approvals under the NEPA and other federal and state statutes may be required for portions of our development, particularly where federal funding, federal permits, or federal rights-of-way are involved. These processes can be time-consuming and may involve public comment, agency coordination, and potential litigation or administrative challenge.

Electric Service and Utility Regulation

Project Matador is located within the certificated service territory of SPS, and within the Southwest Power Pool region. Our ESA with SPS is subject to applicable tariffs and regulatory oversight.

Texas law generally limits retail electric service within a certificated territory to the incumbent utility, subject to exceptions. We intend to provide private power to tenants as an incident of tenancy under lease arrangements. Regulatory treatment of large co-located load and on-demand power generation continues to evolve and may be subject to state or federal review, including Federal Energy Regulatory Commission oversight where transmission facilities are implicated.

Transmission interconnections, substations, and high-voltage infrastructure require coordination with utilities and compliance with applicable regulatory requirements.

Natural Gas Infrastructure Regulation

Our fuel supply and interconnection arrangements are subject to federal and state pipeline safety and transportation regulations. Interstate pipeline operators are regulated by the Federal Energy Regulatory Commission, and new pipeline interconnections or related facilities may require additional federal, state, or local approvals.

Nuclear Regulation

Our contemplated nuclear development activities are subject to comprehensive regulation by the NRC. On June 17, 2025, we filed a combined license application under 10 CFR Part 52 for four Westinghouse AP1000 reactors, and the NRC accepted the application for review on September 5, 2025.

The NRC licensing process includes detailed safety and environmental review and may involve hearings or intervention. Nuclear construction cannot commence without issuance of the required licenses and satisfaction of regulatory conditions. Nuclear facilities are also subject to ongoing operational oversight, security requirements, emergency preparedness obligations, and nuclear liability frameworks, including the Price-Anderson Act.

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Local Permitting and Other Regulatory Matters

Development of Project Matador requires compliance with local land use controls, building permits, roadway permits, groundwater district regulations, and related approvals. Rail access and heavy equipment logistics are subject to applicable transportation regulations.

Certain aspects of our nuclear and energy infrastructure activities are subject to U.S. export control regulations, including Department of Commerce and DOE requirements governing nuclear technology.

Our business operates within evolving regulatory environments, including policies affecting energy generation, emissions, grid reliability, nuclear development, cybersecurity, and critical infrastructure security. Changes in energy policy, permitting standards, AI-related regulation, or security requirements could increase costs, delay development timelines, or limit operational flexibility. Additional information regarding regulatory risks is included in Part I, Item 1A. “Risk Factors.”

Environmental and Sustainability Considerations

Our development activities are subject to environmental and sustainability considerations, including air emissions, water usage, and compliance with permitting requirements applicable to large-scale power generation and compute infrastructure. We intend to utilize a diversified power strategy that is expected to include natural gas-fired generation, grid-supplied power, solar generation for energy displacement, battery energy storage systems, and, over the longer term, nuclear baseload supply. Because renewable generation such as solar is intermittent and variable, we expect renewable resources to complement—not replace—firm capacity needed for continuous compute operations. We also continue to evaluate cooling technologies and water management strategies intended to reduce water intensity, including hybrid dry-wet cooling approaches. As we convert our generation assets to combined cycle operation over time, we expect to maximize the energy output of every molecule of gas consumed, contributing to our sustainability goals.

Climate-Related Financial Disclosures (UK Listing Rules)

By virtue of our secondary listing on the London Stock Exchange, we are now subject to certain disclosure requirements under the UK Listing Rules (the “UKLR”) established by the UK Financial Conduct Authority (the “FCA”). Under UKLR 14.3.27R, we are required to include a statement in our annual financial report setting out whether we have included climate-related financial disclosures consistent with the recommendations and recommended disclosures of the Task Force on Climate-related Financial Disclosures (“TCFD”), or to explain why we have not done so and describe any steps we are taking to make such disclosures in the future.

We have not included climate-related financial disclosures consistent with the TCFD recommendations in this Annual Report. This is our first annual financial report following our initial public offering. During the period from January 10, 2025 (Inception) through December 31, 2025, we were a development-stage company with no revenue-generating operations, no completed power generation or compute facilities, and limited operating history. In light of these circumstances, we determined that we did not have sufficient operational activity or data to support meaningful disclosure against the TCFD framework for the period covered by this report. This statement is provided in accordance with UKLR 14.3.24R.

We intend to develop our climate-related disclosures over time as our operations mature. We currently expect to provide disclosures more fully consistent with the TCFD recommendations, or any successor framework required under applicable UK Listing Rules, once our operational activities support meaningful disclosure. Certain climate-related risks are described in Part I, Item 1A. “Risk Factors,” of this Annual Report.

Human Capital Resources

As of December 31, 2025, we had 35 full-time employees. Our personnel are primarily engaged in engineering, licensing and regulatory affairs, project development and operations, and corporate functions including finance, legal, and administration. We are building a specialized team with expertise in nuclear engineering, power project development, large-scale construction, data center design, regulatory affairs, and finance, and we rely on a network of engineering, procurement and construction partners, equipment suppliers, and technical service providers with significant global track records in power and nuclear development. Our ability to execute our strategy depends in part on attracting, developing, and retaining qualified personnel with specialized technical, regulatory, and project execution experience, and on maintaining a culture of accountability, safety, and disciplined execution.

We seek to recruit and retain employees through competitive compensation and benefits and opportunities for professional development. We emphasize workforce safety and compliance practices that are customary for large-scale infrastructure and energy development, and we seek to maintain strong relationships with employees, contractors, community

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stakeholders, and regulators. None of our employees are represented by a labor union or covered by a collective bargaining agreement, and we have not experienced any labor-related disruptions.

By virtue of our secondary listing on the London Stock Exchange, Fermi is subject to certain board composition disclosure requirements under the UKLR established by the FCA. The information below is required under UKLR 14.3.30R. The required disclosure below is set out as of December 31, 2025 and the data provided in relation to the Board and executive officers has been collected through a confidential self-reporting questionnaire.

In accordance with UKLR 14.3.31R, numerical data on the ethnic background and sex of the individuals on the Company’s Board and in its executive management as of December 31, 2025 is set out below:

1 Information presented in this column reflects only our non-employee directors and does not include our CEO.

2 The Company is reporting on the positions of CEO, CFO, and Chairman of the Board. The Company does not currently have a designated Senior Independent Director (Lead Director equivalent).

3 Executive management is defined, in accordance with the UKLR, as the Company’s executive leadership team, which includes the CEO, CFO, Chief Operating Officer, Chief Nuclear Construction Officer, Chief Site Development Officer, Chief Marketing Officer, Head of Power, and General Counsel.

4 Toby Neugebauer holds the position of CEO. Miles Everson holds the position of CFO. The position of CFO is not held by a member of the Board.

5 The Board was constituted in September 2025 in connection with the Company’s initial public offering. As part of its succession planning, the Board intends to consider highly qualified women candidates whose skills, experience and perspectives align with the Company’s long-term strategy.

Intellectual Property and Trademarks

Our business depends primarily on control of physical assets, long-term contractual rights, engineering know-how, and execution capabilities rather than on an extensive patent portfolio. We rely on proprietary processes, trade secrets, project designs, integration methodologies, and contractual protections to maintain our competitive position.

We use and seek to protect certain trademarks and service marks, including “Fermi America,” “HyperRedundant,” and “HyperGrid,” as well as related logos, domain names, and branding. We protect confidential information and proprietary materials through non-disclosure agreements, employment agreements, and other contractual arrangements with employees, consultants, contractors, vendors, and counterparties.

We also rely on third-party intellectual property and proprietary equipment, including gas turbine, high-voltage infrastructure, and nuclear reactor technologies supplied by vendors. Our business model does not depend on ownership of reactor design intellectual property, and we expect that certain generation and nuclear technologies will remain subject to third-party licensing and contractual rights.

Additional information regarding risks related to intellectual property is included in Part I, Item 1A. “Risk Factors.”

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Cybersecurity

Cybersecurity is an important consideration for our corporate systems and, as Project Matador becomes operational, for systems supporting the monitoring and control of power generation assets, battery systems, and related campus infrastructure, including industrial control systems and networked operational technology. We maintain policies and controls intended to manage cybersecurity risks, including risks associated with third-party vendors and services providers, and we expect to continue enhancing these controls as our operations scale. A cybersecurity incident could result in disruption of operations, loss of confidential information, reputational harm, and potential regulatory scrutiny. Additional information regarding our cybersecurity strategy and governance is included in Part I, Item 1C. “Cybersecurity.”

Insurance

We expect to maintain insurance coverage customary for companies engaged in real estate and power infrastructure development, including property, general liability, workers’ compensation, builder’s risk during construction, transportation and storage, and other specialty coverages. Insurance availability and cost may be volatile for large infrastructure projects and may involve significant premiums, deductibles, or limitations.

Seasonality

We do not expect our long-term revenue model, once operational and leased, to be materially affected by seasonality. However, development activities may be affected by weather, construction seasonality, supply chain dynamics, and seasonal variations in fuel (i.e., natural gas) prices, and, to a lesser extent, grid-secured power prices and grid conditions.

Available Information

We were formed as a Texas limited liability company on January 10, 2025, and subsequently converted into a Texas corporation in connection with our initial public offering and related corporate reorganization. Our common stock is listed on the Nasdaq Global Select Market under the symbol “FRMI,” and we are dual listed on the London Stock Exchange. Our principal executive offices are located at 620 S. Taylor St., Suite 301, Amarillo, Texas 79101, and our telephone number is (214) 894-7855.

We file our registration statements, proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments and exhibits to those filings with the SEC. You may obtain copies of these documents and other required information by accessing the SEC's website at www.sec.gov. We also make available on our website at www.fermiamerica.com, free of charge, copies of these reports and other information as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

We use our website, press releases, public conference calls and public webcasts as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. The contents of the websites referred to above are not intended to be incorporated by reference into this Annual Report.