Form 8-K

8-K — Fermi Inc.

Accession: 0001213900-26-045351

Filed: 2026-04-20

Period: 2026-04-19

CIK: 0002071778

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0286925-8k_fermi.htm (Primary)

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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 19, 2026

Fermi Inc.

(Exact name of registrant as specified in its charter)

Texas

001-42888

33-3560468

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

620 S. Taylor St., Suite 301

Amarillo, TX

79101

(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.

Board of Director Changes

On April 19, 2026, the board of directors (the

“Board”) of Fermi Inc. (the “Company”) appointed Jeffrey S. Stein as a new member of the Board, effective as of

April 19, 2026. Mr. Stein will serve as a Class II director of the Company, with an initial term expiring at the Company’s 2027

annual meeting, or until his earlier resignation, death or removal. Miles Everson 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.

Mr. Stein is currently Co-Founder and Managing

Partner of Breakpoint Advisory Partners LLC, a boutique corporate advisory and investment banking firm that provides consulting services

to companies navigating complex transactions and strategic transformations, a role he has held since April 2025. From January 2010

to March 2025, Mr. Stein was a Founder and Managing Partner of Stein Advisors LLC, a financial advisory firm that provided consulting

services to public and private companies and institutional investors. Mr. Stein is an accomplished corporate executive and director, including

leadership and committee positions, of both public and private companies. Mr. Stein has served as an Executive Chairman, Chief Executive

Officer, and as a director on audit, compensation, corporate governance, finance, and risk committees. Mr. Stein has been engaged

as an executive and director to support companies navigating a variety of strategic matters, including complex contract negotiations,

capital structure and performance optimization, and regulatory oversight.

Mr. Stein has served as Chairman of the Board

of Octave Specialty Group, Inc. since January 2015, and as a director since May 2013. Mr. Stein previously served as a director

on the boards of Sunnova Energy International Inc. from April 2025 to November 2025, Vertex Energy, Inc. from August 2024 to January 2025,

Rite Aid Corporation from July 2023 to September 2024, Troika Media Group, Inc. from November 2022 to March 2024, Aearo Technologies LLC

from June 2022 to May 2024, GWG Holdings Inc. from June 2022 to July 2023, Intelsat Connect Finance S.A. from March 2020 to February 2022,

NMC Health plc from April 2020 to September 2020, Westmoreland Coal Company from August 2016 to March 2019, and Dynegy Inc. from October

2012 to April 2018.

The Board has not approved any compensation for

Mr. Stein in connection with his appointment. If and when the Company enters into any material compensatory arrangement with Mr. Stein

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. Stein and any other person pursuant to which Mr. Stein was appointed as a director of the Company. Mr. Stein 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.

Departure of Chief Financial Officer

Effective April 19, 2026, Miles Everson resigned from his position

as Chief Financial Officer (“CFO”) and Secretary of the Company and is no longer an officer or employee of the Company or

any of its subsidiaries as of such date. For purposes of the Employment Agreement by and between the Company and Mr. Everson, dated September

30, 2025, Mr. Everson’s resignation was without “Good Reason.” The Company is evaluating a candidate to serve as

interim CFO with an announcement expected in the coming week. As previously reported, Mr. Everson has been elected to the Board as

a result of the exercise of director designation rights held by the Melissa A. Neugebauer 2020 Trust.

Item 7.01 Regulation FD

On April 20, 2026, the Company issued a press release, a copy of which is

furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, shall not

be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the

liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended,

except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated April 20, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 20, 2026

By:

/s/ George Wentz

Name:

George Wentz

Title:

General Counsel

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Exhibit 99.1

Fermi Inc. Announces “Fermi 2.0” Strategic Evolution,

New Board Chairman, Leadership Transitions, and New Office Locations

Next Phase of Evolution Marks Transition from Start-Up to Scaled

Enterprise

Names New Chairman of the Board, Marius Haas, and Board Director

Jeffrey S. Stein

Affirms Ongoing Commitment to Project Matador Buildout, Texas Tech

Partnership and Serving America’s Energy Needs

Dallas, Texas – April 20, 2026 – Fermi Inc. (“Fermi”

or the “Company”) today announced a series of strategic and leadership initiatives under a new phase of the Company’s

evolution as it continues to progress along its path to becoming a mature, established entity, well positioned for long-term, sustainable

growth. Following notable achievements for Project Matador across construction, buildout and regulatory milestones, these developments

will position Fermi for its next chapter of innovation, operational excellence, and client-focused service.

A New Chapter: Fermi 2.0

Fermi 2.0 represents a comprehensive progression of the Company’s

strategic direction, governance structure, and operating platform. Building on its existing strengths, the Company intends to:

● Deepen its relationships with academic and community partners, including

the Texas Tech University System (“TTUS”)

● Enhance the experience and outcomes for its clients and tenants

● Invest in talent, technology, and infrastructure from its new Dallas headquarters and Amarillo office

● Strengthen governance and leadership succession under an independent, high-caliber Board

● Memorialize binding commitments for the first set of client-tenants

● Cultivate strategic investors including client-tenants, sovereign funds, and third parties whose participation will prove immediately

accretive to shareholders

● Continue to move forward at “FermiSpeed” with its nuclear buildout

“Project Matador has the potential to deliver generational impact—not

just for TTUS, but for national security, American energy independence, and the future of advanced research and industry in West Texas,”

said Chancellor Brandon Creighton. “TTUS remains firmly committed to our partnership with Fermi America and to the long-term opportunity

this project represents for our region, our state, and the nation. Building on that progress, we are actively engaged in good-faith discussions

to extend certain milestones in the lease agreement as we advance Project Matador into its next phase.”

Under Fermi 2.0, the Company will implement the following key changes:

New Leadership

Fermi has announced that, effective immediately, Lead Independent Board

Director Marius Haas has stepped into the role of Chairman of the Board. Fermi co-founder Toby Neugebauer has departed from his role as

Chief Executive Officer, but he remains a member of the Board.

“I’m incredibly proud of what our team has built and am

honored to step into the position of Chairman,” said Haas. “In addition to my role as a director on Fermi’s Board since

founding, I have served on a number of public company boards and leadership teams in the technology sector. I look forward to lending

my expertise to chairing Fermi’s Board at an exciting time in the Company’s evolution as we continue to execute on the success

of Project Matador and identify new leadership for our next chapter.”

In connection with this transition, Fermi is in negotiations with a

candidate to serve as Interim Chief Financial Officer. The Company looks forward to sharing details on its Interim CFO this week. Miles

Everson has resigned as CFO and has been elected as a Board Director as a result of the exercise of director designation rights held by

the Melissa A. Neugebauer 2020 Trust.

Additionally, Jeffrey S. Stein has been elected to the Board of Directors,

bringing extensive public and private company leadership and energy expertise.

Creation of Office of the CEO

To ensure continuity and operational momentum during the CEO transition,

Fermi’s Board has established a new Office of the CEO that will act as the Company’s interim operational leadership team.

This office will be composed of Jacobo Ortiz Blanes, previously Chief Operating Officer, and Anna Bofa, previously a Board Advisor, each

of whom has been appointed as a Co-President of the Company and share in the responsibilities previously held by Toby Neugebauer. In this

capacity, Ortiz Blanes and Bofa will report to Board Chair Haas and collectively oversee day-to-day operations and execution of Fermi

2.0, while a search for a new CEO is underway.

Bofa has been an instrumental advisor to Fermi’s Board and leadership

team, with a track record of building trusted relationships with key partners including TTUS, the Company’s shareholders, and—most

importantly—its clients and tenants, especially in the tech industry.

Ortiz Blanes has led Fermi since its inception and has been pivotal

to guiding the company’s operational initiatives and driving its growth trajectory through partnerships, shareholder relationships,

and the unprecedented buildout of Project Matador.

“The Office of the CEO is designed to provide stable, experienced

leadership during this important transition,” said Haas. “Jacobo and Anna each bring critical strengths that will help us

maintain operational excellence, deepen our partnerships, and keep our clients and tenants at the center of everything we do.”

Leadership Search Committee

Fermi’s Board of Directors has initiated a formal search process

for the Company’s next CEO and has engaged leading executive search firm Heidrick & Struggles. A committee composed of Haas

and independent directors Lee McIntire and Cordel Robbin-Coker will work in conjunction with Heidrick to identify and recommend CEO candidates

who can drive Fermi 2.0 forward and build on the legacy established by its founders.

“Our mandate is clear,” said McIntire. “We are seeking

a leader with strong operational expertise, a deep commitment to Fermi’s mission, strong public company experience, and a demonstrated

ability to work in close partnership with our stakeholders, including our clients, tenants, university and community partners, and shareholders.”

New Corporate Offices

As part of Fermi 2.0, the Company will establish a new corporate headquarters

in Dallas, Texas and will be building out a corporate office presence at its Project Matador site in Amarillo, Texas. These new offices

underscore Fermi’s commitment to Texas as a strategic hub for its operations, partnerships, and growth, and reflect the Company’s

maturation from a start-up to a scaled enterprise.

“Dallas offers world-class talent, a dynamic business environment,

and proximity to many of our key stakeholders, and Amarillo provides us with on-site presence to Project Matador’s buildout and

close proximity to our partners at TTUS,” said Bofa.

“Fermi is evolving from an entrepreneurial start-up culture into

a public-company-caliber professional enterprise. Establishing an official presence in Dallas (within a premier office park location to

be announced) and Amarillo represents an important step in that evolution. Our new offices will serve as a platform for deeper collaboration

with partners and will enhance our ability to serve our clients and tenants,” said Ortiz Blanes.

Biographies:

Marius Haas – Chairman of the Board

Marius Haas is a Founding Partner of BayPine.

Haas has spent most of his career leading executive teams and organizations in the technology and enterprise solutions industry, and has

significant expertise in digital transformation, emerging technologies, and B2B business models. His career includes senior leadership

roles at Dell Technologies, Hewlett-Packard (Chief Strategy Officer and Head of Global M&A), Compaq and Intel Corporation.

Prior to BayPine, Haas served as President

and Chief Commercial Officer of Dell Technologies, which had over $90 billion of revenue in fiscal year 2020. He played an instrumental

role as a senior operating executive in the take-private of Dell in 2013, the subsequent integration of Dell, EMC, and VMware in 2016,

and the strategic transformation of Dell from a commodity PC supplier into a leading provider of strategic technology infrastructure and

managed enterprise solutions.

Haas currently serves on the boards of Harbor,

HydroBlok NA, and Fermi America. He also has served as an industry advisor to KKR’s technology investment team. Haas holds a BA

from Georgetown University and an MBA from the American Graduate School of Global Management.

Jacobo Ortiz Blanes – Co-President,

Office of the CEO

Jacobo Ortiz Blanes is the former Chief Operating

Officer of the Company. He has led the acquisition, construction and management of several real estate transactions valued at more than

$280M.

In 2008, Ortiz Blanes founded Las Brisas Property

Management, which is an economic group dedicated to property and construction management, and real estate consulting services, where he

currently serves as its President. Las Brisas Property Management is the largest real estate services firm in Puerto Rico and the Caribbean,

in terms of scale and scope for service offerings, with ten million square feet of office, industrial, retail, and assets under management,

and employs 70 full-time employees.

Before founding Las Brisas Property Management,

Ortiz Blanes worked for 15 years as a marketing manager with S. C. Johnson & Son, Inc., one of the largest American multinationals

privately held manufacturing companies, leading the development of household cleaning supplies and other consumer chemicals.

Ortiz Blanes graduated from Haverford College

with a Bachelor of Arts degree in Political Science. He serves on the board of United Surety & Indemnity Company, a Puerto Rican insurance

company founded in 1990, and is also a member of its Investment Committee. Ortiz Blanes also holds a Master of Science degree in Food

Marketing from Cornell University. He has professional accreditations as a Licensed Real Estate Broker and Certified Property Manager

from the Institute of Real Estate Management.

Anna Bofa – Co-President, Office

of the CEO

Anna Bofa served Fermi’s board and management

team as a Board Observer since its IPO, bringing an extensive track record of scaling businesses and driving key partnerships. Her technology

career spans nearly two decades, during which she has helped build category-defining technology platforms.

Bofa began her career at Google, was an early

team member at Dropbox and Pinterest, and later served as a Global Head of Product Programs at Meta, where she helped launch and scale

global initiatives. She is also the Co-Founder of Crate AI, a company pioneering models that unlock new layers of internet personalization.

Bofa brings deep expertise in strategy and

execution, with a proven history of driving growth, adoption, partnerships and monetization across the world’s most recognized technology

companies.

Bofa holds a Bachelor’s degree from Dartmouth College.

Jeffrey S. Stein – Board Director

Jeffrey S. Stein is Co-Founder and Managing

Partner of Breakpoint Advisory Partners LLC, a boutique corporate advisory and investment banking firm that provides consulting services

to companies navigating complex transactions and strategic transformations. Stein is an accomplished corporate executive and director,

including leadership and committee positions, of both public and private companies. Stein has served as an Executive Chairman, Chief

Executive Officer, and as a director on audit, compensation, corporate governance, finance, and risk committees.

Stein currently serves as Chairman of the

Board of Octave Specialty Group, Inc. Stein previously served as a director on the boards of Sunnova Energy International Inc., Vertex

Energy, Inc., Rite Aid Corporation, Troika Media Group, Inc., Aearo Technologies LLC, GWG Holdings Inc., Intelsat Connect Finance S.A.,

NMC Health plc, Westmoreland Coal Company, and Dynegy Inc.

About Fermi America™

Fermi America™ (NASDAQ & LSE: FRMI) (fermiamerica.com) is

pioneering the development of next-generation private electric grids that deliver highly redundant power at gigawatt scale, required to

create next-generation artificial intelligence. Co-founded by former U.S. Energy Secretary Rick Perry and Co-Founder and former Co-Managing

Partner of Quantum Energy Toby Neugebauer, Fermi America™ combines cutting-edge technology with a deep bench of proven world-class

multi-disciplinary leaders to create the world's largest, 17 GW next-generation private HyperGrid campus. Project Matador is expected

to integrate the nation's biggest combined-cycle natural gas project, one of the largest clean, new nuclear power complexes in America,

utility grid power, solar power, and battery energy storage, to deliver hyperscaler artificial intelligence.

Investor Relations Contact:

Rodrigo Acuna

ir@fermiamerica.com

Media Contact:

fermi@h-advisors.global

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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