REG - Fermi Inc. - Form 8-K

FermiAnnouncement

05/05/2026 07:10

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RNS Number : 0294D  Fermi Inc.  05 May 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) May 4, 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.

 

On May 4, 2026, pursuant to the previously disclosed Director Nomination
Agreement, dated September 30, 2025, by and among Fermi Inc. (the "Company"),
TMNN Manager LLC ("TMNN"), Caddis Capital, LLC, and the Melissa A. Neugebauer
2020 Trust (the "Director Nomination Agreement"), Vicksburg Equity Holdings,
LLC ("Vicksburg"), as assignee from TMNN, exercised TMNN's right to nominate,
and the board of directors of the Company (the "Board") elected effective as
of May 4, 2026, Mr. Larry Kellerman, the Chief Power Officer of the Company,
to the Board to fill the vacancy created by Mr. Neugebauer's previously
announced departure from the Board. Mr. Kellerman will serve as a Class III
director of the Company, with an initial term expiring at the Company's 2028
annual meeting, or until his earlier resignation, death or removal.

 

The Board has not approved any changes to Mr. Kellerman's compensation in
connection with his appointment. If and when the Company enters into or amends
any material compensatory arrangement with Mr. Kellerman 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.

 

Other than the Director Nomination Agreement, there are no arrangements or
understandings between Mr. Kellerman and any other person pursuant to which
Mr. Kellerman was appointed as a director of the Company. Vicksburg is
controlled by Mr. Neugebauer.  The information required by Items
401(b), 401(d) and 404(a) of Regulation S-K with respect to Mr. Kellerman
is incorporated herein by reference from the Company's Amendment No. 1 on Form
10-K/A to its annual report for the year ended December 31, 2025, filed with
the Securities and Exchange Commission on April 30, 2026.

 

 

 

 

 

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: May 5, 2026  By:      /s/ George Wentz
                    Name:    George Wentz
                    Title:   General Counsel

 

 

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