CEO — Lee McIntire: The filing discloses the appointment of a sitting director as CEO, which is an internal promotion rather than a departure of an existing executive.

Results of Operations and Financial Condition. On August 13, 2026, Fermi Inc. (the “Company”) issued its earnings release announcing its financial results for the second quarter ended June 30, 2026. The full text of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The Company is hosting a…

CFO — Rob Masson: The filing discloses the appointment of four new senior officers, including a new CFO, which is a significant management change but not a departure.

Director — Miles Everson: The filing discloses the immediate resignation of a director, which constitutes a departure from the board, though it is not a senior executive officer departure.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. Indenture and Notes On July 14, 2026, Fermi Inc., a Texas corporation (the “ Company ”), consummated the issuance of $375 million aggregate principal amount of its 5.00% convertible senior notes due 2031 (the “ Notes ”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “ Securities Act ”). Concurrently with the closing of the offering, on July 14, 2026, the Ini…

Unregistered Sales of Equity Securities. The information set forth in

Director — Miles Everson: The resignation of a director designee citing a disagreement with the company over access to books and records indicates a contentious departure rather than a routine change.

Regulation FD Disclosure. On July 9, 2026, Fermi Inc., a Texas corporation (the “ Company ”), commenced an offering for the sale of $350 million aggregate principal amount of convertible senior notes due 2031 (the “ Notes ”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “ Securities Act ”) (the “ Offering ”). In connection with the Offering, the Company expects to grant to the initial purchasers of t…

Results of Operations and Financial Condition. On May 14, 2026, Fermi Inc. (the “Company”) issued its earnings release announcing its financial results for the three months ended March 31, 2026. The full text of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The Company is hosting a con…

Regulation FD. On May 5, 2026, Fermi Inc. (the “Company” or “Fermi”) issued a press release regarding the preliminary solicitation statement filed by its former Chief Executive Officer, Toby Neugebauer. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including the exhibit attached as Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (t…

Director — Larry Kellerman: The filing discloses the election of an internal officer (Chief Power Officer) to the board to fill a previously announced vacancy, which is a routine succession event rather than a loss of a senior executive.

CFO — Robert L. Masson: The filing discloses the appointment of an external candidate as Interim CFO, which is a new hire rather than a departure, though the interim nature suggests a transition.

Director — Toby Neugebauer: The company terminated a director for cause due to policy violations, resulting in their removal from the board.

CFO — Miles Everson: The CFO is departing but is immediately succeeding himself as a Class III director, indicating an orderly transition rather than a sudden loss of executive leadership.

CEO — Toby Neugebauer: The sudden departure of the CEO without an immediate permanent successor is a significant negative event for the company's leadership stability.

Results of Operations and Financial Condition. On March 30, 2026, Fermi Inc. (the “Company”) issued its shareholder letter (the “Shareholder Letter”) announcing its financial results for the period from January 10, 2025 (Inception) through December 31, 2025. The full text of the Shareholder Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company is hosting a conference call on March 30, 2026 at 8:00 am CT / 9:00 am ET to disc…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On March 26, 2026, Fermi Turbine Warehouse II LLC (“FTW II”), a Texas limited liability company and indirect wholly owned subsidiary of Fermi, Inc., entered into an Equipment Supply Loan Financing Agreement (the “Beal Credit Agreement”) with CLMG Corp., as administrative agent and collateral agent for the lenders (the “Beal Agent”), and the lenders party thereto (the “Beal Lenders”), to fund the acquisition of six Siemens Energy SGT-800 industrial g…

Entry into a Material Definitive Agreement. On February 19, 2026, Fermi High Voltage Warehouse LLC (the “Borrower”), a Texas limited liability company, entered into a Master Loan Agreement (the “Credit Agreement”) with Keystone National Group, LLC, a Delaware limited liability company, as collateral agent and administrative agent (the “Agent”) for the lenders from time to time party thereto (each, a “Lender”), Keystone Private Income Fund (the “Initial Lender”), and Cape Commercial Finance LL…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On February 10, 2026 (the “Closing Date”), Fermi Inc. (the “Company”) successfully consummated a strategic financing (the “MUFG Equipment Financing”) with MUFG Bank, Ltd. (“MUFG”), one of the 10 largest financial groups, in accordance with its previously disclosed capital plan to support the development of its AI-powered data center campus in Amarillo, Texas (“Project Matador”). The MUFG Equipment Financing enables the Company to fund the acquisitio…

Results of Operations and Financial Condition. On November 10, 2025, Fermi Inc. (the “Company”) issued its shareholder letter (the “Shareholder Letter”) announcing its financial results for the third quarter ended September 30, 2025. The full text of the Shareholder Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company is hosting a conference call on November 11, 2025 at 8:00 am CT / 9:00 am ET to discuss its financial resu…

CEO — Toby Neugebauer: The filing discloses the appointment of a new Chief Executive Officer effective upon the company's IPO, which is a significant management addition rather than a departure.