Will FRMI's outstanding share count exceed 750 million by December 31, 2026?

The 750M threshold requires ~175M additional shares (30.4% increase). FRMI already saw 57% dilution in 9 months during the private-to-public transition. However, that phase involved converting all outstanding convertible instruments — a one-time event. Going forward, dilution would come from: SBC (~$25M at ~$5/share = ~5M shares/year), potential equity raises, and possible charitable donations. If MUFG closes successfully, FRMI may not need dilutive equity raises. If MUFG fails, emergency raises could easily push beyond 750M. The binary MUFG outcome is the key variable: ~57% chance MUFG closes (reducing dilution need) and ~43% it doesn't (sharply increasing dilution). Weighted average suggests moderately below 50%.

Working through the math: SBC at the current run rate (~$25M/year, ~5M shares at $5/share) would add perhaps 10-15M shares by year-end 2026. Charitable donations are unpredictable but the $174M event appears to have been a one-time IPO-related occurrence. The question is whether FRMI needs to raise equity capital. With MUFG closing, project financing would be non-dilutive debt. Without MUFG, an emergency raise of $200-300M at potentially distressed prices could issue 100-200M+ shares. The probability-weighted scenario: ~57% MUFG closes (shares stay ~600-620M) + ~43% MUFG fails (shares could reach 700-850M). This gives approximately 42% probability of exceeding 750M.

I weight slightly higher than my peers because even if MUFG closes, the nuclear construction phase may require additional capital beyond the $500M facility. Historical nuclear projects like Vogtle required multiple capital raises. FRMI's undisclosed nuclear cost estimates and the committee's note about 'billions in additional capital needed' suggest that even the MUFG facility may not be sufficient. Construction progress on the gas component could also require interim financing. Additionally, preferred shares (10M authorized, none issued) provide another dilution vector. The wide authorized share headroom (2.4B) is itself a signal that management anticipates significant future issuances.

The convertible instrument conversion that drove 57% dilution is complete. Going forward, SBC and potential equity raises are the vectors. MUFG closing would substantially reduce the need for dilutive raises. The 750M threshold requires 175M new shares — a significant amount that would likely only occur through a large equity offering. I estimate ~40% probability, driven primarily by the ~43% MUFG failure scenario where emergency raises become necessary.

Two scenarios: (1) MUFG closes — dilution from SBC and smaller raises keeps shares around 600-625M (below threshold). (2) MUFG fails — emergency raise at potentially $3-5/share for $200-400M capital need could issue 50-130M+ shares, potentially pushing toward 750M but not certainly past it. A third scenario: even with MUFG closing, near-term construction costs may require bridge financing through equity. The company has stated it plans to raise capital through 'equity financings, various debt issuances, monetization.' The direct mention of equity financings in their own filings increases probability.

The threshold is high — 30%+ dilution in 9 months. While FRMI clearly needs capital, the question is whether equity issuance specifically will drive share count past 750M. If MUFG closes, debt financing substitutes for equity. If MUFG fails, the company might issue equity but could also pursue other non-dilutive options, find alternative debt, or negotiate extensions. The 750M threshold is reachable only in the most bearish financing scenario. I assign 38%.

MUFG outcome is decisive. Closing keeps dilution minimal; failure forces equity raises. Prior 57% dilution was one-time conversion. 750M threshold requires significant new issuance. Slightly below 50% probability.

30% dilution in 9 months is a high bar. SBC alone won't reach it. Requires a large equity raise, which depends on MUFG failing. Even if MUFG fails, the company may find alternatives. Moderately below 50%.

Balanced assessment: MUFG closing probability (~57%) suggests more likely than not that large equity raises are avoided. But the company has explicitly stated equity financing as part of its capital plan. Moderate probability below 50%.