Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 10, 2026, the Board of Directors (the “Board”) of Fermi Inc. (the “Company”) received a letter from Mr. Miles Everson, a director designee of Toby Neugebauer, pursuant to which Mr.…
Fermi’s mission is to power the artificial intelligence (“AI”) needs of tomorrow. We are an advanced energy and hyperscaler development company purpose-built for the AI era. Our mission is to deliver up to 11 gigawatts (“GW”) of low-carbon, HyperRedundant™, and on-demand power directly to the world’s most compute-intensive businesses with 1.1 GW of power projected to be online by the end of 2026. We have entered into a long-term lease on a site large enough to simultaneously house the next three largest data center campuses by square footage currently in existence. In a world in which power is considered a key currency for AI innovation, we believe that Fermi has a unique combination of important advantages that will help propel America’s AI economy forward. Fermi offers investors an opportunity to invest in AI growth and grid-independent energy infrastructure through a tax-efficient public REIT structure.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On July 10, 2026, the Board of Directors (the “Board”)
of Fermi Inc. (the “Company”) received a letter from Mr. Miles Everson, a director designee of Toby Neugebauer, pursuant to
which Mr. Everson resigned as a director of the Company, effective immediately (the “Resignation Letter”). At the time of
his resignation, Mr. Everson did not serve on any committee of the Board.
In the Resignation Letter, Mr. Everson stated that his resignation
was due to a disagreement with the Company over his access to certain books and records of the Company and the Board’s decision
to delegate to the Finance Committee of the Board (the “Finance Committee”) responsibility for overseeing the negotiation
and approval of certain financing transactions.
The Company believes that Mr. Everson was granted full access to the
Company’s books and records, except for materials relating to pending litigation involving Mr. Neugebauer, for whom Mr. Everson
served as a Board representative. Mr. Everson also approved the Board’s establishment of the Finance Committee and the delegation
of responsibility to the Finance Committee for overseeing the negotiation and approval of certain financing transactions.
A full and complete copy of the Resignation Letter is attached hereto
as Exhibit 17.1 to this Current Report on Form 8-K (this “Form 8-K”). All descriptions of the contents of the Resignation
Letter set forth in this Form 8-K are qualified in their entireties by reference to the full text of the Resignation Letter.