On May 14, 2025, the Company entered into a 99-year ground lease (“TTU Lease”) with Texas Tech University (“TTU”) for 5,769 acres of land in Carson County, Texas, intended for the development of Project Matador. Lease commencement was contingent upon satisfaction of certain conditions precedent, including the provision of a term sheet to TTU for an approved subtenant for a powered shell meeting specified size and power requirements. The original lease term is 99 years with no options to renew or extend. The TTU Lease does not include any lessee-controlled options to extend or terminate. The operating lease provides for annual increases to lease payments.

On August 11, 2025, the Company and the Texas Tech University System (“TTUS”) executed a first amendment to the TTU Lease (“First Amendment to the TTU Lease”). This amendment memorialized the satisfaction or waiver of certain conditions precedent under the original lease and provided that the lease commencement date would occur upon execution of a term sheet with a hyperscaler tenant related to the first powered shell to be constructed. The amendment also (i) reduced the Project Matador site from approximately 5,769 acres to approximately 4,523 acres, (ii) acknowledged an additional 713-acre tract that will be added to the leased premises upon transfer from a federal agency to TTUS, and (iii) designated TTUS as the sole landlord, replacing TTU.

In September 2025, the Company satisfied the remaining commencement conditions and triggered lease commencement for the 4,523 acres of Project Matador site under the terms of the First Amendment to the TTU Lease, as evidenced by the execution and delivery of a notice of commencement and the recording of the memorandum of lease following the execution and delivery of the Phase One Term Sheet. The lease term for the additional 713-acre tract had not yet commenced as of December 31, 2025.

At lease commencement, the Company recognized an operating lease ROU asset and corresponding lease liability representing only that portion of the lease that had commenced. The ROU asset and lease liability were measured at the present value of future lease payments, discounted using the Company’s incremental borrowing rate of 16.1%. As of December 31, 2025, the ROU asset and lease liability totaled $21,737 and $21,320, respectively. Total lease-related payments made to TTUS prior to commencement were approximately $1,750, of which $1,512 was applied to the 4,523-acre portion of the lease and reclassified from prepaid expenses and other assets to operating lease right-of-use assets at commencement. The remaining $238, associated with the 713-acre parcel lease that has not yet commenced, is recorded in

The Company is obligated to pay annual base rent of $1,200 in the first year, escalating annually during the initial five years as specified in the lease agreement, with a fixed 3.0% annual escalator thereafter. During the years when the Company subleases powered shells to its subtenants, the Company will be required to pay variable lease payments based on (i) up to 1.0% of the appraised value of leased powered shell space in that year (up to $3,000,000 in total assessed value) and 0.5% on additional appraised value above $3,000,000, to the extent greater than the base annual rent, and (ii) a percentage of gross revenues from the sale of power (1.0% of gross revenues) and water (25.0% of gross revenues) to its subtenants. As of December 31, 2025, no variable lease payments have been made.

The Company will also provide certain additional benefits to the Texas Tech University System (“TTUS”), including: (i) within one year following substantial completion of a powered shell meeting specified size and power requirements, the subleases of (a) up to 15 acres of land, at no cost to TTUS, for the construction of a TTUS research campus, at the cost of TTUS, and (b) a parcel of land on which the Company will construct a standalone 10,000 square foot powered shell for TTUS’ use, at no cost to TTUS, (ii) beginning in the first year when lease payments are received from its subtenants, the establishment and funding of the TTUS Excellence Fund at $1,000 annual contribution plus one-time donation tied to subleased powered shell square footage, and (iii) the establishment and funding of a sinking fund upon commencement of variable rent payments, initially funded at $10,000 per annum, increasing annually by 3.0%, with the annual contribution increasing by an additional $9,000 upon construction of a nuclear facility at Project Matador. With respect to the construction of the powered shell that the Company will sublease to TTUS upon completion, the Company has concluded that the arrangement is not currently within the scope of build-to-suit accounting under ASC 842, as TTUS does not control the use of the underlying asset during the construction period. The Company will continue to monitor the terms of the arrangement and reassess this conclusion if TTUS’s rights or involvement in the construction activities change prior to lease commencement.

Operating lease costs were $4,723 for the period from January 10, 2025 (Inception) through December 31, 2025, of which $514 were expensed and included within general and administrative expenses in the consolidated statement of operations, and $4,209 were capitalized within property, plant, and equipment, net, on the consolidated balance sheet.

On October 22, 2025, Fermi entered into a master lease agreement (the “MPS Agreement”) with Mobile Power Solutions LLC (“MPS”) for the lease of seven GE TM2500 Gen 4 mobile power generation units. The MPS Agreement expands the Company’s natural gas platform, a key component of Project Matador’s initial generation capacity, and will provide flexible, dispatchable power as the project integrates multiple energy sources. The arrangement includes monthly base rent payments extending through 2045. The TM2500 units, totaling approximately 132 MW under our expected site conditions, are scheduled for delivery in the first half of 2026. If the Company does not pick up a TM2500 unit prior to the contractual pick-up deadline, lease commencement is deemed to occur on the pick-up deadline, at which point control and risk of loss contractually transfers to the Company. The MPS Agreement does not provide for termination rights for convenience; however, in the event of early termination or default, the Company would remain obligated for substantially all remaining lease payments based on the cumulative net present value schedule under the agreement.

In accordance with ASC 842, the Company has not recognized a ROU asset or lease liability related to the MPS Agreement as of December 31, 2025, as the lease has not yet commenced, and the Company does not yet control the TM2500 units. As of December 31, 2025, $33,679 of lease-related payments were paid in advance of lease commencement, consisting of (i) $10,000 in cash and (ii) $23,679 in shares of common stock. The stock portion was settled through the issuance of 1,190,476 shares of common stock at a fair value of $19.89 per share, equal to the closing market price of our common stock on the date of issuance. These payments are reflected within prepaid expenses and other assets on the consolidated balance sheet and will be reclassified to finance lease right-of-use assets when the lease for each unit commences.