Fermi Inc. Reports Material Agreements, Officer Changes

Ticker: FRMI · Form: 8-K · Filed: Oct 3, 2025 · CIK: 2071778

Sentiment: neutral

Topics: material-agreement, officer-changes, corporate-governance

Related Tickers: FRMI

TL;DR

Fermi Inc. just filed an 8-K detailing new material agreements, board shakeups, and executive compensation changes.

AI Summary

On September 30, 2025, Fermi Inc. announced a material definitive agreement related to its security holders. The company also reported changes in its board of directors and executive officers, including the appointment of certain officers and adjustments to compensatory arrangements. Additionally, Fermi Inc. filed amendments to its articles of incorporation or bylaws and reported other events.

Why It Matters

This filing indicates significant corporate actions, including potential strategic shifts and changes in leadership, which could impact the company's future direction and investor relations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in directors/officers, which can introduce uncertainty and potential strategic shifts.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Fermi Inc. on September 30, 2025?

The filing indicates the entry into a material definitive agreement, but the specific details are not provided in the provided text.

What specific changes occurred regarding Fermi Inc.'s directors or officers?

The filing mentions the departure of directors or certain officers, the election of directors, and the appointment of certain officers, as well as compensatory arrangements for certain officers.

Were there any amendments to Fermi Inc.'s articles of incorporation or bylaws?

Yes, the filing indicates amendments to articles of incorporation or bylaws.

What is the SIC code for Fermi Inc. and what industry does it represent?

The SIC code for Fermi Inc. is 6798, which represents Real Estate Investment Trusts.

When was Fermi Inc. formerly known as Fermi LLC, and what was the date of the name change?

Fermi Inc. was formerly known as Fermi LLC, and the date of the name change was June 5, 2025.

Filing Stats: 2,257 words · 9 min read · ~8 pages · Grade level 13.2 · Accepted 2025-10-03 07:30:53

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Underwriting Agreement On September 30, 2025, Fermi Inc., a Texas corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with UBS Securities LLC, Evercore Group L.L.C., Cantor Fitzgerald & Co. and Mizuho Securities USA LLC, for themselves and as representatives of the several underwriters named therein (the "Underwriters"), relating to the offer and sale of the Company's common stock, par value $0.001 per share (the "Common Stock"). The Underwriting Agreement provides for the offer and sale by the Company, and the purchase by the Underwriters of 37,375,000 shares of Common Stock, which includes the exercise in full by the Underwriters of their over-allotment option to purchase up to 4,875,000 shares of Common Stock (the "Offering"). The material terms of the Offering are described in the prospectus, dated September 30, 2025 (the "Prospectus"). The Offering was registered with the Commission pursuant to a Registration Statement on Form S-11 (File No. 333-290089), initially filed by the Company on September 8, 2025 and thereafter amended (as amended, the "Registration Statement"). The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. Long-Term Incentive Plan The information provided in Item 5.02 hereto under the heading "Long-Term Incentive Plan" is incorporated by reference

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information provided in Item 5.03 hereto is incorporated by reference into this Item 3.03.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Directors On September 30, 2025, immediately following the Commission declaring the Registration Statement effective, the Company effected a statutory conversion from a Texas limited liability company to a Texas corporation pursuant to and in accordance with a plan of conversion (the "Conversion"). Pursuant to the plan of conversion, the Board of Directors of the Company (the "Board") was established consisting of the following five members appointed to the Board: Toby Neugebauer, Marius Haas, Rick Perry, Cordel Robbin-Coker and Lee McIntire. Cordel Robbin-Coker, Marius Haas and Lee McIntire serve as members of the Board's Audit Committee. Cordel Robbin-Coker and Marius Haas serve as members of the Board's Compensation Committee. Biographical information for Toby Neugebauer, Marius Haas, Rick Perry, Cordel Robbin-Coker and Lee McIntire is set forth in the Prospectus under the caption "Management—Directors and Executive Officers" and is incorporated herein by reference. Except as previously disclosed in the Registration and Lee McIntire and any other person pursuant to which he or she was selected as a director. Except as previously disclosed in the Registration and Lee McIntire have an interest requiring disclosure under Item 404(a) of Regulation S-K. Indemnification Agreements On September 30, 2025, in connection with the Offering, the Company entered into indemnification agreements with each of its directors and executive officers, including Toby Neugebauer, Marius Haas, Rick Perry, Cordel Robbin-Coker, Lee McIntire, Mil

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 30, 2025, immediately following the Commission declaring the Registration Statement effective, the Company effected the Conversion. As a result of the Conversion, the Company's certificate of formation and bylaws (the "Bylaws") became effective on September 30, 2025. On October 1, 2025, the Company filed an amendment to its certificate of formation (as amended, the "Certificate of Formation") with the Secretary of State of the State of Texas. As described in the Registration Statement and Prospectus, the Company amended its Certificate of Formation to impose stock ownership requirements on shareholders seeking to submit a proposal on a matter (other than director nominations and procedural resolutions ancillary to the conduct of a shareholder meeting) to the shareholders of the Company for approval at a shareholder meeting. This provision requires that any shareholder or group of shareholders seeking to submit such a proposal must: (i) hold an amount of shares entitled to vote at the shareholder meeting equal to at least $1,000,000 in market value of the Company (determined as of the date of submission of the proposal) or 3% of the total number of shares eligible to vote at such meeting, (ii) hold such amount for a continuous period of at least six months before the date of the meeting, (iii) hold such amount throughout the meeting and (iv) solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the proposal at the shareholder meeting, in accordance with Section 21.373 of the Texas Business Organizations Code, as amended. A description of certain provisions of the Certificate of Formation and the Bylaws is set forth in the section titled "Description of Capital Stock" in the Prospectus and is incorporated by reference herein. The foregoing description of the Certificate of Formation and the Bylaws is qualified in its

01 Other Events

Item 8.01 Other Events. On October 2, 2025, the Company completed its Offering of an aggregate of 37,375,000 shares of Common Stock (inclusive of the over-allotment option granted by the Company to the Underwriters of 4,875,000 additional shares of Common Stock in which the Underwriters provided notice to the Company on October 1, 2025 that the Underwriters had elected to exercise the option in full) sold by the Company at a price to the public of $21.00 per share. The gross proceeds to the Company from the Offering were $784,875,000, before deducting underwriting discounts and commissions and estimated offering expenses.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1# Underwriting Agreement, dated September 30, 2025, by and among the Company, UBS Securities LLC, Evercore Group L.L.C., Cantor Fitzgerald & Co. and Mizuho Securities USA LLC on behalf of themselves and each of the several underwriters listed on Schedule A thereto. 3.1 Certificate of Formation of Fermi Inc. (as amended through October 1, 2025). 3.2 Bylaws of Fermi Inc. 10.1 Form of Indemnification Agreement, by and between Fermi Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-11/A filed with the Commission on September 24, 2025). 10.2 Fermi Inc. 2025 Long-Term Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). # Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request. 3

SIGNATURES

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: October 3, 2025 By: /s/ Miles Everson Name: Miles Everson Title: Chief Financial Officer 4

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