REG - Fermi Inc. - Form 8-K

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RNS Number : 5616C  Fermi Inc.  30 April 2026

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) April 29, 2026

 

Fermi Inc.

(Exact name of registrant as specified in its charter)

 

 Texas                           001-42888                    33-3560468
 (State or other jurisdiction    (Commission File Number)     (IRS Employer

of incorporation)
Identification No.)

 

 620 S. Taylor St., Suite 301                79101

Amarillo, TX
 (Address of principal executive offices)    (Zip Code)

 

Registrant's telephone number, including area code: (214) 894-7855

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

 

   ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR
        230.425)

 

   ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
        240.14a-12)

 

   ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
        Act (17 CFR 240.14d-2(b))

 

   ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
        Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 Title of each class               Trading Symbol(s)    Name of each exchange on which registered
 Common Stock, $0.001 par value    FRMI                 The Nasdaq Stock Market LLC
 Common Stock, $0.001 par value    FRMI                 The London Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act. ☒

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.

 

Appointment of Interim Chief Financial Officer

 

On April 29, 2026, the Board of Directors (the "Board") of Fermi Inc. (the
"Company) appointed Robert L. Masson as Interim Chief Financial Officer
("Interim CFO") and the principal financial officer of the Company effective
April 29, 2026, until a permanent successor is named.

 

Mr. Masson, age 55, brings over 20 years of experience as a finance executive
in the aerospace, defense, and industrial sectors. Mr. Masson was the Chief
Financial Officer of Noble Supply and Logistics, LLC ("Noble") from 2023
through 2025. Before joining Noble, he served as Chief Financial Officer of
Latham Group, Inc. from 2022 to 2023. Mr. Masson also served as Executive Vice
President and Chief Financial Officer of Hypertherm, Inc. from 2018 through
2022, where he oversaw the company's global financial, information technology,
and legal operations.  From 2016-2018, Mr. Masson was Vice President of
Finance at Flowserve, where he led the company's operational finance,
operational accounting, and corporate financial planning and analysis teams.
From 2003-2016, he served in various finance leadership roles at Raytheon
Technologies, including Chief Financial Officer roles for several of the
company's business units. Mr. Masson began his career as a Lieutenant and
Naval Aviator for the United States Navy, where he worked from 1992-2001. Mr.
Masson holds a Bachelor of Science degree in Economics from the United States
Naval Academy and a Master of Business Administration from Harvard Business
School.

 

The Board has not approved any compensation for Mr. Masson in connection with
his appointment as Interim CFO. If and when the Company enters into any
material compensatory arrangement with Mr. Masson in connection with his
appointment, the Company will file an amendment to this Current Report on
Form 8-K to disclose the material terms thereof, as required by Item 5.02(e)
of Form 8-K.

 

There are no arrangements or understandings between Mr. Masson and any other
person pursuant to which Mr. Mason was appointed as Interim CFO of the
Company. Mr. Masson does not have a family relationship with any director or
executive officer of the Company (or any person nominated or chosen by the
Company to become a director or executive officer of the Company) or a direct
or indirect material interest in any existing or currently proposed
transaction that would require disclosure under Item 404(a) of Regulation S-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 Exhibit No.     Description
 104             Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that
involve substantial risks and uncertainties. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"). In some cases, you
can identify forward-looking statements by the words "anticipate," "assume,"
"believe," "continue," "could," "estimate," "expect," "foreseeable," "future,"
"intend," "may," "might," "objective," "ongoing," "plan," "potential,"
"predict," "project," "seek," "should," "will," or "would" and/or the negative
of these terms, or other comparable terminology intended to identify
statements about the future. They may include statements regarding our
intentions, beliefs or current expectations concerning, among other things,
the Company's potential customer pipeline and expected power demand and
delivery. Forward-looking statements are inherently subject to risks,
uncertainties and assumptions that are difficult to predict or quantify,
including those risks described in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2025 and our other filings with the SEC.
Forward-looking statements speak only as of the date of this Current Report on
Form 8-K. We do not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

 

                       FERMI INC.

 Date: April 29, 2026  By:      /s/ George Wentz
                       Name:    George Wentz
                       Title:   General Counsel

 

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